Lada Gary Raymond 4

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.