Form 4: ENVIRI Corp: Executive Ownership Changes Post-Merger
Statement of Changes in Beneficial Ownership
F. Nicholas Grasberger III, Chairman and CEO of ENVIRI Corp, reports significant changes in beneficial ownership following a series of merger and reorganization transactions on June 1, 2026.
Summary
- F. Nicholas Grasberger III, Chairman and CEO of ENVIRI Corp, has reported changes in his beneficial ownership of the company's securities.
- These changes are a result of a series of transactions including a Holding Company Merger, a Reorganization, and a final Merger, all occurring on June 1, 2026.
- Grasberger disposed of all shares of ENVIRI Corp held prior to the transactions.
- He received cash consideration of $15.00 per share in the final merger.
- Additionally, all Stock Appreciation Rights (SARs) held in respect of ENVIRI Corp's common stock were cancelled.
- Replacement SARs for New Enviri Common Stock were granted, with an intrinsic value equivalent to the cancelled SARs.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on a completed series of transactions and changes in executive ownership rather than new strategic initiatives or financial performance.
Positives
- F. Nicholas Grasberger III received cash consideration of $15.00 per share for his disposed ENVIRI Corp shares.
- Replacement stock appreciation rights for New Enviri Common Stock were granted, preserving the intrinsic value of the original SARs.
Negatives
- F. Nicholas Grasberger III disposed of all previously held shares of ENVIRI Corp.
- All existing Stock Appreciation Rights (SARs) in respect of ENVIRI Corp's common stock were cancelled.
Risks
- The filing details a complex series of mergers and reorganizations, which could introduce integration risks or operational complexities.
- The cancellation of existing SARs and issuance of new ones, while preserving intrinsic value, represents a significant change in the executive's equity compensation structure.
Future Outlook
The filing does not contain explicit forward-looking statements or guidance regarding future financial performance. It primarily details past transactions and changes in beneficial ownership.
Management Comments
- The reporting person disposed of all shares of the Issuer held immediately prior to the effective time of the Holding Company Merger.
- In exchange for the cancellation of the SARs, the reporting person will be granted replacement stock appreciation rights in respect of New Enviri Common Stock with an intrinsic value equal to the intrinsic value of the SARs being cancelled.
Industry Context
StockSavvy.ai notes that complex merger and acquisition activities often lead to significant shifts in executive compensation and ownership structures, as seen with ENVIRI Corp's transactions.
Stakeholder Impact
- Shareholders: The merger and reorganization resulted in former ENVIRI Corp shareholders receiving cash consideration and shares in New Enviri.
- Management: F. Nicholas Grasberger III's equity holdings have been restructured, with a cash payout and new SARs on a different entity's stock.
Next Steps
- The reporting person will hold replacement stock appreciation rights for New Enviri Common Stock.
- The company has completed a series of mergers and reorganizations.
Key Dates
| Date | Description |
|---|---|
| 06/01/2026 | Earliest transaction date; effective date of Holding Company Merger, Reorganization, and Merger; cancellation of SARs and grant of replacement SARs. |
| 11/20/2025 | Date of the Agreement and Plan of Merger and the Separation Agreement. |
| 03/02/2027 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 03/02/2028 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 03/06/2029 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 05/06/2026 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 03/01/2031 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 03/04/2032 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 03/07/2033 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 03/11/2034 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 03/04/2035 | Expiration date for one series of replacement Stock Appreciation Rights. |
| 06/02/2026 | Date of signature on the Form 4 filing. |
Keywords
Form 4, SEC Filing, Beneficial Ownership, Stock Appreciation Rights, Merger, Reorganization, ENVIRI Corp, NVRI, Executive Compensation, F. Nicholas Grasberger III
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