FANANDAKIS NICHOLAS C 4
4 · ENVIRI Corp · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) Director Nicholas Fanandakis Disposes 18,309 Shares
What Happened
- Nicholas C. Fanandakis, a director of ENVIRI Corp (NVRI), reported a disposition of 18,309 NVRI shares on 2026-06-01. The Form 4 lists the disposition to the issuer at $0.00 (reported value $0).
- Per the filing footnotes, this disposal was part of a corporate transaction (holding company merger, reorganization, distribution and subsequent merger). In connection with those transactions he received (a) one share of New Enviri common stock for every three NVRI shares and (b) cash consideration of $15.00 per NVRI share. For 18,309 NVRI shares that equates to 6,103 New Enviri shares and $274,635 in cash (18,309 × $15).
Key Details
- Transaction date: 2026-06-01 (reported on Form 4 filed 2026-06-02; timely filing).
- Reported disposition: 18,309 NVRI shares; price shown on Form 4 = $0.00 (Disposition to issuer).
- Merger consideration: $15.00 per NVRI share and a pro rata distribution of New Enviri common stock (1 New Enviri share per 3 NVRI shares).
- Resulting consideration (per filing): 6,103 New Enviri shares and $274,635 cash for the 18,309 NVRI shares.
- Shares owned after transaction (NVRI): 0 (the reporting person disposed of his NVRI shares as described).
- Footnotes: F1–F4 describe the Merger Agreement, Reorganization, Distribution and merger into the Buyer; the reported disposition reflects those transactions rather than an open-market sale.
Context
- This was a merger/reorganization-related transfer to the issuer and subsequent distribution/merger consideration — a corporate transaction rather than a routine insider open-market sale. Such filings reflect deal mechanics (exchange and cash-out) and are not a straightforward signal of insider buying or selling intent. Purchases are generally more directly informative about insider sentiment.
Insider Transaction Report
Form 4Exit
ENVIRI CorpNVRI
FANANDAKIS NICHOLAS C
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−18,309→ 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.
Signature
/Nicholas Fanandakis|2026-06-02