Reitemeier Christophe 4
4 · ENVIRI Corp · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) President Christophe Reitemeier Sells Shares in Merger
What Happened
Christophe Reitemeier, President — Harsco Environmental, disposed of all of his ENVIRI (NVRI) common shares as part of a holding-company merger, reorganization and ultimate merger with a buyer. The filing shows 151,740 NVRI-share dispositions (various derivative and direct transactions), including a cash settlement of 23,684 performance-share units at $21.22 per share for $502,574. Many other NVRI shares were surrendered/exchanged as part of the corporate transactions rather than sold on the open market.
Key Details
- Transaction dates: May 28, 2026 (exercise/conversion and several dispositions) and June 1, 2026 (additional dispositions and corporate steps). Form filed June 1, 2026 (timely).
- Reported transactions (aggregate): 151,740 NVRI shares disposed (23,684 of which were cash-settled at $21.22 for $502,574). Other dispositions show $0 reported price because they were exchanged/converted in the merger/reorganization.
- Shares owned after transaction: The reporting person disposed of all NVRI common shares held immediately prior to the Holding Company Merger (per footnote).
- Notable footnotes:
- F1–F3 describe a November 20, 2025 Merger Agreement, a holding-company merger into CLEH, a reorganization, a distribution of New Enviri common stock, and the ultimate merger into the buyer.
- F4: In connection with the Transactions, former NVRI shares were exchanged and the reporting person ultimately received New Enviri common stock (one New Enviri share for every three NVRI shares) and cash consideration of $15.00 per NVRI share in the Merger.
- F5: The $502,574 amount represents cash-settled performance share units (PSUs) that vested and were paid based on NVRI’s May 28 close (less withholding).
- F6: All NVRI stock appreciation rights (SARs) were cancelled and replacement SARs in New Enviri will be granted with equivalent intrinsic value.
- Filing timeliness: Transaction period ended May 28, 2026; report filed June 1, 2026 — appears timely.
Context
- These were corporate-transaction-driven dispositions and awards tied to a merger/reorganization, not open-market sales. The cash payment shown was a cash settlement of performance awards (PSUs).
- Derivative codes: M = exercise/conversion of derivative (here 23,684 units converted/settled); D = disposition (to issuer in the merger).
- For retail investors: this filing documents the insider’s participation in the deal mechanics (exchange, cash-settlement and replacement awards) rather than an independent insider market sell signal.
Insider Transaction Report
Form 4Exit
ENVIRI CorpNVRI
Reitemeier Christophe
President-Harsco Environmental
Transactions
- Exercise/Conversion
Common Stock
[F1][F2][F3][F4]2026-05-28+23,684→ 90,175 total - Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-05-28$21.22/sh−23,684$502,574→ 66,491 total - Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−66,491→ 0 total - Disposition to Issuer
Performance Share Units
[F5]2026-05-28−23,684→ 0 totalExp: 2027-12-31→ Common Stock (23,684 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−37,881→ 0 totalExercise: $6.03Exp: 2035-03-04→ Common Stock (37,881 underlying)
Footnotes (6)
- [F1]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).
- [F2]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
- [F3]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)
- [F4]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.
- [F5]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
- [F6]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.
Signature
/s/ Christophe Reitemeier|2026-06-01