Fenice Samuel C. 4

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.