GRASBERGER F NICHOLAS III 4
4 · ENVIRI Corp · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) CEO Nicholas Grasberger Sells Shares in Merger
What Happened
- Nicholas Grasberger, Chairman & CEO (and a director) of ENVIRI Corp (NVRI), disposed of a total of 3,118,085 NVRI-equivalent shares on June 1, 2026 as part of a corporate transaction. The Form 4 shows multiple “dispositions to the issuer” (D) at $0.00 per reported share because the transactions were merger/corporate-exchange related rather than open-market sales.
- Under the merger and related reorganization, each NVRI share was converted into $15.00 in cash and a distribution of New Enviri common stock at a rate of one New Enviri share for every three NVRI shares. For 3,118,085 NVRI shares, that equates to cash consideration of $46,771,275 and receipt of roughly 1.04 million New Enviri shares (plus any fractional-share cash adjustments). In addition, all NVRI stock appreciation rights (SARs) held by the reporting person were cancelled and replacement SARs tied to New Enviri common stock will be granted with equivalent intrinsic value.
Key Details
- Transaction date: June 1, 2026 (reported on Form 4 filed June 2, 2026).
- Reported dispositions: 3,118,085 total NVRI-equivalent shares (breakout shown on the Form 4 includes common shares and several derivative SAR cancellations).
- Cash consideration: $15.00 per NVRI share → $46,771,275 total.
- New Enviri shares received: one New Enviri share per three NVRI shares → ~1,039,361 New Enviri shares (approx. 1.04M).
- Shares owned after transaction: 0 NVRI shares (all NVRI common stock disposed in the Transactions); reporting person holds New Enviri stock and replacement SARs.
- Footnotes: Transactions resulted from a Holding Company Merger, a Reorganization, a pro rata Distribution of New Enviri stock, and a subsequent merger into the buyer (see Form 4 footnotes). SARs were cancelled and will be replaced with SARs on New Enviri stock with equal intrinsic value.
- Timeliness: Form 4 filed one day after the transactions (filed June 2 for June 1 transactions), which is within normal reporting deadlines.
Context
- This was not an open-market sale but a merger-related exchange and reorganization; the dispositions reflect the corporate transaction mechanics (stock-for-stock distribution and cash merger consideration), not an arm’s-length sale by the insider. Derivative items on the Form 4 reflect cancelled SARs that will be replaced with equivalent awards tied to the successor company.
Insider Transaction Report
Form 4Exit
ENVIRI CorpNVRI
GRASBERGER F NICHOLAS III
DirectorChairman and CEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−1,677,852→ 0 total - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−134,585→ 0 totalExercise: $13.70Exp: 2027-03-03→ Common Stock (134,585 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−93,232→ 0 totalExercise: $19.80Exp: 2028-03-02→ Common Stock (93,232 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−86,994→ 0 totalExercise: $22.51Exp: 2029-03-06→ Common Stock (86,994 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−304,908→ 0 totalExercise: $10.29Exp: 2026-05-06→ Common Stock (304,908 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−79,056→ 0 totalExercise: $18.58Exp: 2031-03-01→ Common Stock (79,056 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−118,521→ 0 totalExercise: $12.65Exp: 2032-03-04→ Common Stock (118,521 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−194,625→ 0 totalExercise: $7.45Exp: 2033-03-07→ Common Stock (194,625 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−176,089→ 0 totalExercise: $8.20Exp: 2034-03-11→ Common Stock (176,089 underlying) - Disposition to Issuer
Stock Appreciation Rights
[F5]2026-06-01−252,223→ 0 totalExercise: $6.03Exp: 2035-03-04→ Common Stock (252,223 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.
Signature
/s/ F. Nicholas Grasberger III|2026-06-02