Earl James F 4

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.