Enviri Corp
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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Item 5. Other Information
During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.
Amendment No. 1 to Change in Control Severance Agreement
On December 20, 2024, Legacy Enviri entered into an amended and restated change in control severance agreement (the “Change in Control Severance Agreement”) with Russell C. Hochman, President and Chief Executive Officer of the Company.
As discussed in more detail under “Explanatory Note”, a Spin-Off occurred on June 1, 2026, pursuant to which the Company was spun off from Legacy Enviri and the Company assumed the Change in Control Severance Agreement. These transactions constituted a Change in Control under the Change in Control Severance Agreement, and as a result, the Protection Period commenced on June 1, 2026, and will continue for a period of two years.
On November 2, 2026, the Company entered into Amendment No. 1 to the Change in Control Severance Agreement (as amended, the “Amended Change in Control Severance Agreement”). Under the Amended Change in Control Severance Agreement, if the Company terminates the employment of Mr. Hochman during the Protection Period for reasons other than Cause, Disability or Death, or if Mr. Hochman shall terminate his employment for Good Reason, the Company shall pay to Mr. Hochman (i) the compensation accrued through the Date of Termination or otherwise deferred and not yet paid, plus (ii) a lump sum severance payment equal to three times Mr. Hochman’s Highest Base Salary plus three times Mr. Hochman’s highest target incentive compensation then in effect.
The foregoing description of Mr. Hochman’s Amended Change in Control Severance Agreement is qualified in its entirety by reference to the full text of the Amended Change in Control Severance Agreement, which is attached hereto as Exhibit 10.4 and incorporated herein by reference. Capitalized terms not defined herein have the meanings assigned to them in the Amended Change in Control Severance Agreement.
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