Earl James F 4
4 · ENVIRI Corp · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) Director Earl James Sells 130,552 Shares
What Happened
Earl James F, a director of ENVIRI Corp (NVRI), disposed of all 130,552 shares of NVRI common stock he held in connection with the company’s June 1, 2026 holding-company merger and related reorganization. Under the transaction agreements, each NVRI share was cashed out at $15.00 in the merger, yielding approximately $1,958,280 in cash, and former NVRI holders also received New Enviri common stock at a ratio of one New Enviri share for every three NVRI shares.
Key Details
- Transaction date: June 1, 2026 (reported on Form 4 filed June 2, 2026 — timely).
- Transaction type/code: Disposition to issuer (D) as part of the merger/reorganization.
- NVRI shares disposed: 130,552; merger cash consideration: $15.00 per share → ~$1,958,280 total.
- New Enviri stock received: 1 New Enviri share for every 3 NVRI shares → approximately 43,517 New Enviri shares (any fractional-share treatment per the agreements).
- Shares owned after transaction: 0 NVRI shares (the reporting person disposed of all pre-merger NVRI holdings).
- Notable footnotes: Transaction arose from an Agreement and Plan of Merger, a Separation Agreement, a holding-company merger, a reorganization, a pro rata distribution of New Enviri stock, and a merger into the buyer; see Form 4 footnotes for details.
Context
This was not an open-market sale but a corporate transaction (merger/reorganization) that resulted in mandatory exchange and cash-out of NVRI shares. For retail investors, such dispositions reflect deal consideration and structural changes, not necessarily the insider’s independent view of the post-transaction entity.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−130,552→ 0 total
Footnotes (4)
- [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.