Fenice Samuel C. 4
4 · ENVIRI Corp · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) VP & Controller Samuel C. Fenice Sells Shares
What Happened
- Samuel C. Fenice, VP & Corporate Controller of ENVIRI Corp (NVRI), exercised/converted 11,976 derivative units on 2026-05-28 (reported as an "M" exercise) and those shares were disposed to the issuer the same day at $21.22 per share for proceeds of $254,131.
- In connection with the company’s holding-company merger, reorganization and subsequent merger (transactions described in the filing), Fenice disposed of all remaining shares of the Issuer: 73,583 shares and 559 shares reported as dispositions on 2026-06-01 (reported with $0 proceeds in the Form 4 because those dispositions were part of the corporate transactions). The filing notes he ultimately received, in the corporate transactions, one share of New Enviri common stock for every three NVRI shares previously held and cash consideration of $15.00 per share as described in the merger agreements.
- The filing also indicates certain performance share units were cash-settled in connection with the transactions (see footnote on Cash-Settled PSUs).
Key Details
- Transaction dates and prices:
- 2026-05-28: Exercise/conversion (M) of 11,976 shares @ $0.00 (acquired), immediately disposed to issuer @ $21.22, proceeds $254,131.
- 2026-05-28: Derivative disposition of 11,976 shares (reported separately as derivative).
- 2026-06-01: Dispositions to issuer of 73,583 shares and 559 shares (reported with $0 proceeds because they were part of the merger/reorganization).
- Shares owned after transaction: The reporting person disposed of all shares of the Issuer held immediately prior to the holding-company merger (effectively 0 NVRI common shares remaining).
- Notable footnotes:
- F1–F4: Describe the Merger Agreement, Reorganization, Distribution of New Enviri stock, and Merger—explains why some dispositions show $0 proceeds and the exchange/consideration received (1 New Enviri share per 3 NVRI shares and $15.00 per NVRI share cash in the Merger).
- F5: Cash-Settled PSUs vested and were settled in cash equal to number of PSUs × closing price on May 28, 2026, less withholding taxes.
- Timeliness: Form 4 was filed 2026-06-01 reporting transactions on 2026-05-28 and 2026-06-01; the filing does not indicate a late filing.
Context
- The sequence (exercise/conversion followed by immediate disposition) functioned as a cash settlement of derivative awards tied to the transaction rather than an open-market sale; the larger June 1 dispositions reflect corporate merger/reorganization mechanics (share exchanges and distributions) rather than a typical sale for market cash proceeds.
- Transaction codes used: M = exercise/conversion of derivative, D = disposition to the issuer.
Insider Transaction Report
Form 4Exit
ENVIRI CorpNVRI
Fenice Samuel C.
VP & Corporate Controller
Transactions
- Exercise/Conversion
Common Stock
[F1][F2][F3][F4][F5]2026-05-28+11,976→ 85,559 total - Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-05-28$21.22/sh−11,976$254,131→ 73,583 total - Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−73,583→ 0 total - Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−559→ 0 total(indirect: by Managed Account) - Disposition to Issuer
Performance Share Units
[F5]2026-05-28−11,976→ 0 totalExp: 2027-12-31→ Common Stock (11,976 underlying)
Footnotes (5)
- [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
Signature
/s/ Samuel C. Fenice|2026-06-01