ENVIRI Corp·4

Jun 2, 5:52 PM ET

Quinn John S 4

4 · ENVIRI Corp · Filed Jun 2, 2026

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ENVIRI (NVRI) Director John S. Quinn Disposes 40,140 Shares in Merger

What Happened

  • John S. Quinn, a director of ENVIRI Corp (NVRI), disposed of 40,140 shares of the Issuer on June 1, 2026 as part of a corporate merger and reorganization. The Form 4 lists the disposition price as $0.00 because the shares were exchanged in connection with the transaction, not sold on the open market.
  • Under the transaction terms, each NVRI share was exchanged in the reorganizations: Mr. Quinn received one share of New Enviri common stock for every three NVRI shares (40,140 / 3 = 13,380 New Enviri shares) and was paid $15.00 per NVRI share in the Merger, yielding cash of $602,100 (40,140 × $15.00).

Key Details

  • Transaction date: 2026-06-01; Form 4 filed: 2026-06-02 (timely).
  • Disposition: 40,140 NVRI shares; price shown on Form 4: $0.00 (non-market exchange).
  • Cash received in Merger: $15.00 per former NVRI share → $602,100 total.
  • New Enviri shares received: 13,380 (1 new share per 3 NVRI shares).
  • Shares owned after transaction: 0 NVRI common shares (reporting person disposed of all Issuer shares held immediately prior to the transaction).
  • Notable footnotes: Transactions resulted from (i) a Holding Company Merger, (ii) a Reorganization, (iii) a pro rata Distribution of New Enviri shares, and (iv) a subsequent Merger in which cash was paid per share.
  • Filing status: No late filing indicated.

Context

  • This was a non-market corporate transaction tied to merger and reorganization agreements (not an open-market sale or a purchase). The Form 4 records the technical disposition to the issuer at $0.00, but the economic consideration included both cash and newly issued shares as described above.

Insider Transaction Report

Form 4Exit
Period: 2026-06-01
Quinn John S
Director
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2][F3][F4]
    2026-06-0140,1400 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
/s/ John S. Quinn|2026-06-02

Documents

1 file
  • 4
    wk-form4_1780437166.xmlPrimary

    FORM 4