Form 4: ENVIRI Corp: Jennifer Kozak Reports Ownership Changes

Jennifer Kozak, Senior Vice President & CHRO of ENVIRI Corp, reported significant changes in beneficial ownership following a series of corporate transactions including a merger and reorganization.

Summary

• Jennifer Kozak, Senior Vice President & CHRO of ENVIRI Corp, has filed a Form 4 detailing changes in her beneficial ownership of company securities.
• These changes are a result of a series of transactions that occurred on June 1, 2026, including a merger agreement and a separation agreement.
• The transactions involved ENVIRI Corp merging with Enviri LLC, followed by a reorganization and a subsequent merger with Liberty Merger Sub Inc.
• Kozak disposed of all her previously held shares of ENVIRI Corp common stock.
• She received one share of New Enviri common stock for every three shares of ENVIRI Corp previously held.
• Additionally, she received cash consideration of $15.00 per share in the merger.
• All stock appreciation rights (SARs) held by Kozak were cancelled in connection with these transactions.
• 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 as a neutral filing, as it primarily reports on a complex series of corporate transactions and changes in beneficial ownership rather than announcing new financial results or strategic initiatives with immediate performance implications.

Positives

• Kozak received cash consideration of $15.00 per share, indicating a value realization from the transaction.
• Replacement stock appreciation rights were granted, preserving the intrinsic value of her previous awards in the new entity.

Negatives

• Kozak disposed of all her previously held shares of ENVIRI Corp common stock, indicating a complete divestment from the original entity.
• The cancellation of existing SARs, even with replacement grants, represents a change in the nature of her equity awards.

Risks

• The complex series of mergers and reorganizations could introduce integration challenges and operational complexities for the new entity.
• The value of the replacement SARs is tied to the performance of New Enviri Common Stock, which carries its own market and operational risks.
• The cash consideration received by shareholders may not fully reflect the long-term potential value of the combined entities.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future financial performance. However, the granting of replacement stock appreciation rights for New Enviri Common Stock implies an expectation of future value creation for the new entity.

Management Comments

• The reporting person, Jennifer Kozak, has signed the form, indicating her acknowledgment and agreement with the reported transactions and ownership changes.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects significant corporate restructuring within the environmental services sector, characterized by mergers and reorganizations aimed at consolidating operations or creating new strategic entities. Such transactions are common as companies seek to optimize their business segments and enhance shareholder value.

Stakeholder Impact

• Shareholders of ENVIRI Corp have exchanged their shares for shares in New Enviri and cash consideration, altering their investment structure and potential future returns.
• Employees of ENVIRI Corp are now part of the new corporate structure, which may involve changes in reporting lines, operational focus, and benefit plans.
• Creditors and suppliers will need to assess the financial stability and creditworthiness of the new corporate entities.

Next Steps

• The reporting person will hold replacement stock appreciation rights in respect of New Enviri Common Stock.
• The new corporate structure involving CLEH, Enviri LLC, and New Enviri will be operational.

Key Dates

Recommendation

The filing details a significant corporate restructuring involving mergers and the exchange of securities. While it provides clarity on executive compensation adjustments and cash payouts, it does not offer new financial performance data or strategic guidance that would strongly support a buy or sell decision. A 'hold' recommendation is appropriate pending further information on the performance of the new entity, New Enviri.

Keywords

Form 4, SEC Filing, Beneficial Ownership, Jennifer Kozak, ENVIRI Corp, NVRI, Merger, Reorganization, Stock Appreciation Rights, Corporate Transactions, Executive Compensation