Hochman Russell C. 4
4 · ENVIRI Corp · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) President Russell Hochman Sells 683,826 Shares
What Happened
- Russell C. Hochman, President & COO of ENVIRI Corp (NVRI), disposed of all 683,826 of his NVRI shares in connection with a corporate reorganization and merger. On May 28, 2026 he had a derivative exercise/settlement that produced cash of $1,055,525 (49,742 units settled at $21.22). Under the merger and related transactions he received cash consideration of $15.00 per NVRI share and a pro rata distribution of New Enviri common stock (one New Enviri share for every three NVRI shares).
- Summary of proceeds/consideration: cash from vested/cash‑settled awards = $1,055,525; merger cash consideration = 683,826 shares × $15.00 = $10,257,390; combined cash value ≈ $11,312,915. SARs tied to NVRI were cancelled and will be replaced with equivalent SARs in New Enviri per the filing.
Key Details
- Transaction dates: primary events reported May 28, 2026 and June 1, 2026; Form 4 filed June 1, 2026 (Period of Report: 2026-05-28).
- Prices reported: $21.22 (cash-settled PSUs for 49,742 units = $1,055,525); merger cash consideration $15.00 per NVRI share (per footnote).
- Shares involved: total NVRI shares disposed = 683,826; New Enviri shares received in Distribution = 683,826 / 3 = 227,942.
- Shares owned after transactions: 0 NVRI common shares; received 227,942 New Enviri common shares (per distribution).
- Derivative notes: M-code exercise/conversion for 49,742 units (cash-settled PSUs); multiple SARs were cancelled and will be replaced with SARs in New Enviri with equivalent intrinsic value (see footnotes F5–F6).
- Filing timeliness: filed June 1, 2026; no late filing indication in this report.
Context
- These dispositions were driven by the Holding Company Merger, Reorganization and Merger described in the filing (not open-market sales). Part of the consideration was cash per share and a pro rata share distribution into New Enviri. The $1.055M reported was a cash settlement of performance units calculated from the May 28 closing price. SAR cancellations were part of the corporate transactions and will be replaced in the successor company.
Insider Transaction Report
Form 4Exit
ENVIRI CorpNVRI
Hochman Russell C.
President & COO
Transactions
- Exercise/Conversion
Common Stock
[F1][F2][F3][F4][F5]2026-05-28+49,742→ 322,396 total - Disposition to Issuer
Common Stock
[F1][F2][F3][F4][F5]2026-05-28$21.22/sh−49,742$1,055,525→ 272,654 total - Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−272,654→ 0 total - Disposition to Issuer
Performance Share Units
[F5]2026-05-28+49,742→ 0 totalExp: 2027-12-31→ Common Stock (49,742 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−19,848→ 0 totalExercise: $13.70Exp: 2027-03-03→ Common Stock (19,848 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−17,102→ 0 totalExercise: $19.80Exp: 2028-03-02→ Common Stock (17,102 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−16,165→ 0 totalExercise: $22.51Exp: 2029-03-06→ Common Stock (16,165 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−19,370→ 0 totalExercise: $18.58Exp: 2031-03-01→ Common Stock (19,370 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−29,040→ 0 totalExercise: $12.65Exp: 2032-03-04→ Common Stock (29,040 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−60,525→ 0 totalExercise: $7.45Exp: 2033-03-07→ Common Stock (60,525 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−57,499→ 0 totalExercise: $8.20Exp: 2034-03-11→ Common Stock (57,499 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−79,559→ 0 totalExercise: $6.03Exp: 2035-03-04→ Common Stock (79,559 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F6]2026-06-01−62,322→ 0 totalExercise: $10.29Exp: 2026-05-06→ Common Stock (62,322 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/ Russell C. Hochman|2026-06-01