FANANDAKIS NICHOLAS C 4

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.