Enviri II director transfers 28.1M shares at $0

Enviri Corp, a ten percent owner of Enviri II Corp, reported an internal restructuring transaction involving 28,103,750 shares of Enviri II Corp common stock on June 1, 2026.

Rhea-AI Filing Summary

Enviri Corp, a ten percent owner of Enviri II Corp, reported an internal restructuring transaction involving 28,103,750 shares of Enviri II Corp common stock on June 1, 2026. This was coded as an “other” transaction related to a broader merger and reorganization.

According to the disclosure, all outstanding shares of Enviri II Corp common stock ultimately became owned by CLEH, Inc., which then distributed those shares pro rata and for no consideration to its stockholders, who were the former stockholders of Enviri Corporation. After the transaction, Enviri Corp reported holding 0 shares of Enviri II Corp common stock.

Insights

Equity restructuring analyst

Filing shows a large, structural share redistribution with no cash proceeds.

The Form 4 records an “other” transaction where Enviri Corp moves 28,103,750 Enviri II Corp common shares as part of a merger and reorganization. The economic effect is a shift in which entities and stockholders hold these shares, rather than a market trade.

All Enviri II Corp common stock ends up owned by CLEH, Inc., which then distributes the shares to its stockholders, the former stockholders of Enviri Corporation, on a pro rata, no‑consideration basis. Future filings from the related entities may provide more detail on post‑reorganization ownership structures and governance.

Insider Trade Summary

Other: 28,103,750 shares

Other 1 txn

Insider ENVIRI Corp

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	28,103,750	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. On June 1, 2026, all the outstanding shares of common stock of Enviri II Corporation were distributed, as a result of the following series of transactions made on that same date: (i) Enviri Corporation merged with and into Enviri LLC, with Enviri LLC surviving, and each outstanding share of common stock of Enviri Corporation exchanged for one share of common stock of CLEH, Inc., and (ii) CLEH, Inc. and its subsidiaries, including Enviri LLC and Enviri II Corporation, effected a reorganization, resulting in (x) Enviri II Corporation owning all of the equity interests of Enviri LLC, (y) Enviri LLC holding the Harsco Environmental and Rail segments of Enviri Corporation, and (z) CLEH, Inc. holding the Clean Earth segment of Enviri Corporation and owning all the outstanding shares of common stock of Enviri II Corporation, which CLEH, Inc. distributed to its stockholders (the former stockholders of Enviri Corporation) on a pro rata basis and for no consideration.
2. F2. Represents the 1,000 shares initially reported on a Form 3 filed by Enviri Corporation on May 8, 2026, adjusted to reflect the stock split that occurred on May [29], 2026.

Key Figures

Restructured shares: 28,103,750 shares Shares held after transaction: 0 shares Initial Form 3 holding: 1,000 shares +3 more

6 metrics

Restructured shares 28,103,750 shares Common stock of Enviri II Corp affected on June 1, 2026

Shares held after transaction 0 shares Enviri Corp Enviri II Corp common stock following June 1, 2026

Initial Form 3 holding 1,000 shares Initially reported, later adjusted for May 29, 2026 stock split

Transaction code J (Other acquisition or disposition) Non-derivative common stock transaction on June 1, 2026

Transaction price $0.00 per share Recorded with no consideration in restructuring

Restructuring shares total 28,103,750 shares Classified as restructuringShares in transactionSummary

Key Terms

Form 3, stock split, reorganization, pro rata basis, +1 more

5 terms

Form 3 regulatory

"Represents the 1,000 shares initially reported on a Form 3 filed by Enviri Corporation on May 8, 2026"

Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.

stock split financial

"adjusted to reflect the stock split that occurred on May 29, 2026"

A stock split increases the number of a company's shares by dividing each existing share into multiple new shares while reducing the price per share by the same proportion, so an investor's total value and ownership percentage stay the same. It matters because lower per-share prices can make trading easier and attract more buyers, similar to breaking a large chocolate bar into smaller pieces to make it easier to share, which can boost liquidity and market interest.

reorganization financial

"CLEH, Inc. and its subsidiaries effected a reorganization, resulting in Enviri II Corporation owning all equity interests of Enviri LLC"

pro rata basis financial

"CLEH, Inc. distributed to its stockholders on a pro rata basis and for no consideration"

A "pro rata basis" means dividing or distributing something proportionally according to each person's share or interest. For example, if a group shares costs or profits, each person receives or pays a portion that reflects their contribution or ownership percentage. This method ensures fairness by allocating resources in line with individual stakes, which is important for investors to understand how gains, losses, or costs are fairly shared.

ten percent owner regulatory

"Enviri Corp is identified as a ten percent owner of Enviri II Corp"

FAQ

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

What did the Enviri Corp (NVRI) Form 4 filed for Enviri II Corp report?

The Form 4 reports an “other” transaction where Enviri Corp restructured 28,103,750 Enviri II Corp common shares on June 1, 2026. This was tied to a merger and reorganization rather than a typical market buy or sell transaction.

How many Enviri II Corp (NVRI) shares were involved in Enviri Corp’s June 1, 2026 transaction?

The filing shows 28,103,750 shares of Enviri II Corp common stock affected in the June 1, 2026 restructuring. These shares were part of a broader series of merger and reorganization steps involving Enviri Corporation, Enviri LLC, CLEH, Inc., and subsidiaries.

What was Enviri Corp’s Enviri II Corp (NVRI) shareholding after the reported transaction?

After the June 1, 2026 transaction, Enviri Corp reported holding 0 shares of Enviri II Corp common stock. This reflects the completion of the restructuring steps that moved ownership to CLEH, Inc. and ultimately to CLEH, Inc.’s stockholders.

How were Enviri II Corp (NVRI) shares ultimately distributed after the restructuring?

All outstanding Enviri II Corp common shares ended up owned by CLEH, Inc., which then distributed them to its stockholders. These stockholders were the former stockholders of Enviri Corporation, and the distribution was made on a pro rata basis and for no consideration.

What earlier holding of Enviri II Corp (NVRI) is referenced in the Form 4 footnotes?

A footnote states the transaction represents 1,000 Enviri II Corp shares initially reported on a Form 3 filed May 8, 2026. That amount was adjusted to reflect a stock split that occurred on May 29, 2026, before the June 1 restructuring.

Did Enviri Corp (NVRI) receive any consideration for the Enviri II Corp share distribution?

The footnote explains CLEH, Inc. distributed all outstanding Enviri II Corp common shares to its stockholders for no consideration. The description emphasizes this was a pro rata distribution tied to the reorganization rather than a sale for cash.

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

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Accepted by SEC EDGAR 06/01/2026 - 06:36 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

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^*

ENVIRI Corp

(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 II Corp [ NVRI WI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	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		J(1)		28,103,750(2)	D	$0	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. On June 1, 2026, all the outstanding shares of common stock of Enviri II Corporation were distributed, as a result of the following series of transactions made on that same date: (i) Enviri Corporation merged with and into Enviri LLC, with Enviri LLC surviving, and each outstanding share of common stock of Enviri Corporation exchanged for one share of common stock of CLEH, Inc., and (ii) CLEH, Inc. and its subsidiaries, including Enviri LLC and Enviri II Corporation, effected a reorganization, resulting in (x) Enviri II Corporation owning all of the equity interests of Enviri LLC, (y) Enviri LLC holding the Harsco Environmental and Rail segments of Enviri Corporation, and (z) CLEH, Inc. holding the Clean Earth segment of Enviri Corporation and owning all the outstanding shares of common stock of Enviri II Corporation, which CLEH, Inc. distributed to its stockholders (the former stockholders of Enviri Corporation) on a pro rata basis and for no consideration.

2. Represents the 1,000 shares initially reported on a Form 3 filed by Enviri Corporation on May 8, 2026, adjusted to reflect the stock split that occurred on May [29], 2026.

Remarks:

	VP, Assistant General Counsel & Corporate Secretary of Enviri LLC (as successor by merger to Enviri Corporation)	06/01/2026
	** 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)