Vadaketh Tom George 4

What Happened

• Tom George, SVP and Chief Financial Officer of ENVIRI Corp (NVRI), exercised/converted 89,829 derivative shares and sold those same 89,829 shares on May 28, 2026 for $21.22 each, generating $1,906,171 in proceeds.
• In connection with a corporate holding-company merger, reorganization and distribution that became effective June 1, 2026, George disposed of the remainder of his NVRI holdings reported here (additional disposition entries totaling 659,694 shares on June 1 and related derivative cancellations). In total the Form 4 shows 749,523 NVRI shares exercised/converted and/or disposed across the reported transactions.
• Footnotes state that, as part of the transactions, former NVRI shares were exchanged such that former stockholders received one share of New Enviri common stock for every three NVRI shares and received cash consideration of $15.00 per NVRI share in the Merger. The filing also notes cash settlement of certain performance share units and cancellation/replacement of stock appreciation rights.

Key Details

• Transaction dates and prices:
  • 2026-05-28: Exercise/conversion of 89,829 derivative shares at $0.00 (acquired) and immediate disposition of those 89,829 shares at $21.22 ($1,906,171 total).
  • 2026-06-01: Multiple dispositions to the issuer (totaling 659,694 shares across listed entries) reported at $0.00 price (these relate to the merger/reorganization exchange).
• Total reported shares affected: 749,523 shares (exercise/conversion and dispositions combined).
• Shares owned after transaction: The reporting person disposed of all issuer shares held immediately prior to the Holding Company Merger (i.e., no remaining NVRI common stock reported).
• Notable footnotes:
  • F1–F3: Transactions conducted under a Merger Agreement and Separation Agreement and a multi-step Holding Company Merger, Reorganization, Distribution and Merger with Veolia/Buyer and related entities.
  • F4: Former NVRI shares were exchanged for New Enviri common stock (1 New Enviri share per 3 NVRI shares) and cash consideration of $15.00 per NVRI share in the Merger.
  • F5: Cash-settled PSUs vested and were cash-settled based on the May 28 closing price (amount not shown here).
  • F6: SARs were cancelled and will be replaced with replacement SARs tied to New Enviri common stock with equivalent intrinsic value.
• Filing timeliness: Reported with filing date June 1, 2026; transactions span May 28 and June 1, 2026. The Form 4 discloses the merger-related transactions and related settlements; no late-filing flag is indicated in the filing.

Context

• The May 28 exercise followed by an immediate sale appears to be a cashless exercise and sale of derivative-settled shares (exercise at $0 reported, sold at market price).
• The June 1 dispositions showing $0.00 price reflect corporate-exchange/merger transactions rather than open-market sales — per footnotes, those NVRI shares were exchanged/settled as part of the Holding Company Merger, Distribution and Merger structure and received pro rata New Enviri stock and $15.00 per NVRI share in cash consideration.
• These entries largely reflect corporate transaction mechanics (merger, distribution, cash settlement and replacement awards) rather than routine open-market trading for investment signals.