HAZNEDAR CAROLANN I 4
4 · ENVIRI Corp · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) Director Carolann Haznedar Sells 95,491 Shares
What Happened
Carolann Haznedar, a director of ENVIRI Corp (NVRI), disposed of 95,491 NVRI shares on June 1, 2026 as part of a multi-step merger and reorganization. The Form 4 reports the disposition at $0.00 per share (reporting convention), but the transaction documents show each NVRI share was ultimately covered by (a) a distribution of New Enviri common stock at a ratio of one New Enviri share for every three NVRI shares and (b) merger cash consideration of $15.00 per NVRI share. Based on 95,491 NVRI shares, the cash consideration totals approximately $1,432,365; the holder received roughly 31,830 New Enviri shares (one per three NVRI shares), with any fractional-share adjustments handled per the deal terms. This was a merger-related disposition (corporate transaction), not an open-market sale.
Key Details
- Transaction date: June 1, 2026; Form 4 filed June 2, 2026 (timely).
- Reported on Form 4 as: Disposition to issuer of 95,491 shares @ $0.00 (reporting convention).
- Deal economics (per footnotes): exchange of NVRI shares into CLEH/New Enviri structure, distribution of New Enviri shares at 1:3 ratio, and $15.00 cash per NVRI share in the merger (≈ $1.43M cash).
- Shares owned after transaction: 0 NVRI shares; approximately 31,830 New Enviri common shares received (plus any fractional-share cash adjustment).
- Notable footnotes: transaction was part of an Agreement and Plan of Merger, a Reorganization, and a Distribution (see F1–F4). This is a corporate merger disposition, not a discretionary open-market sale.
Context: This filing reports a corporate-transaction disposition tied to the Holding Company Merger, Reorganization and subsequent Merger—insiders often exchange or surrender pre-deal shares under the deal terms and receive deal consideration (stock and/or cash). The Form 4 reports the share disposition to reflect the insider no longer holds the original NVRI shares; the economic consideration is described in the footnotes.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−95,491→ 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.