GRASBERGER F NICHOLAS III 4

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.