Reitemeier Christophe 4

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.