O'Mara Rebecca Martinez 4
4 · ENVIRI Corp · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
ENVIRI (NVRI) Director Rebecca O'Mara Disposes 47,909 Shares in Merger
What Happened
Rebecca O'Mara, a director of ENVIRI Corp (NVRI), disposed of 47,909 shares of NVRI on June 1, 2026. The Form 4 lists this as a disposition to the issuer at $0.00 per share because the shares were transferred as part of a multi-step corporate transaction (holding-company merger, reorganization, distribution and subsequent merger). Under the transaction terms, former NVRI shares were exchanged such that holders received (a) one share of New Enviri common stock for every three NVRI shares in the distribution and (b) $15.00 in cash per NVRI share in the later merger. The cash component for 47,909 NVRI shares is approximately $718,635 (47,909 × $15.00), with New Enviri shares also issued per the 1-for-3 ratio (subject to fractional-share treatment).
Key Details
- Transaction date: June 1, 2026; Form 4 filed June 2, 2026 (not shown as late).
- Reported trade: Disposition to issuer (code D) of 47,909 NVRI shares at $0.00 (reflects corporate exchange, not a $0 market sale).
- Consideration received: $15.00 cash per NVRI share (approx. $718,635) plus New Enviri common stock at a 1 New Enviri share : 3 NVRI shares ratio (see footnotes re fractional-share treatment).
- Shares of NVRI owned after transaction: 0 (reporting person disposed of all issuer shares held immediately prior to the transaction).
- Relevant agreements: Transactions occurred under a Merger Agreement and Separation Agreement (see footnotes) involving CLEH, Enviri LLC, New Enviri and Veolia; the filings explain the holding-company merger, reorganization, distribution and ultimate merger.
Context
This filing reflects a corporate-transaction-driven disposition, not a routine open-market sale or an individual decision to liquidate for cash. The $0.00 per-share figure on the Form 4 is standard when shares are exchanged in a merger/reorganization; the material economic consideration was the $15.00 per-share cash paid in the merger plus the distribution of New Enviri stock.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-01−47,909→ 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.