Lada Gary Raymond 4
4 · ENVIRI Corp · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) SVP Gary Lada Raymond Disposes Shares in Merger
What Happened
Gary Lada Raymond, SVP and President—Harsco Rail of ENVIRI Corp (NVRI), reported dispositions on June 1, 2026 tied to a corporate merger and reorganization. The Form 4 shows: 12,092 shares of NVRI common stock disposed (reported at $0.00 because the transfer was part of the transaction) and 33,850 derivative securities (stock appreciation rights) cancelled (also reported at $0.00). In connection with the Merger and Reorganization, the reporting person disposed of all NVRI shares held immediately prior to the transaction and, per the filing, received (a) one share of New Enviri common stock for each three NVRI shares formerly held (the Distribution) and (b) cash consideration of $15.00 per NVRI share in the subsequent merger step.
Key Details
- Transaction date: June 1, 2026 (effective date of the Holding Company Merger, Reorganization and Merger)
- Reported dispositions: 12,092 NVRI common shares (D) and 33,850 derivative SARs (D) — total 45,942 instruments disposed/cancelled on the Form 4
- Form 4 prices: reported as $0.00 (dispositions to issuer) because transfers occurred as part of the corporate transactions; substantive consideration was a combination of New Enviri stock (1 New Enviri share per 3 NVRI shares) and $15.00 cash per NVRI share
- Shares owned after transaction: the reporting person disposed of all NVRI shares held immediately prior to the transactions (0 NVRI shares remaining); any New Enviri shares received and replacement SARs are described in the footnotes
- Footnotes of note:
- F1–F3 describe the Merger Agreement, Holding Company Merger, Reorganization and Distribution
- F4 confirms the exchange formula (1 New Enviri share per 3 NVRI shares) and $15.00 per-share cash consideration in the Merger
- F5 states all NVRI SARs were cancelled and replacement SARs in New Enviri common stock will be granted with equal intrinsic value
- Filing timeliness: no late-filing indicator shown
Context
This was not an open-market sale but a corporate reorganization/merger reporting the conversion and cancellation of NVRI securities. The $0.00 unit prices on the Form 4 reflect transaction mechanics (disposition to the issuer), while economic consideration consisted of New Enviri shares and $15.00 per NVRI share in cash. Replacement SARs will be issued with equivalent intrinsic value, per the filing.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−12,092→ 0 total - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−33,850→ 0 totalExercise: $8.20Exp: 2035-06-06→ Common Stock (33,850 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 Environment 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 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.