Hochman Russell C. 4

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.