HAZNEDAR CAROLANN I 4

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.