06/17/2026 | Press release | Distributed by Public on 06/17/2026 14:41
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Unit | (3) | 06/15/2026 | A | 9,616 | (3) | (3) | Common Stock | 9,616 | $ 0 | 9,616 | D | ||||
| Stock Appreciation Rights | $6.21 | 06/15/2026 | A | 11,283 | (4) | (4) | Common Stock | 11,283 | $ 0 | 11,283 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lada Gary Raymond TWO LOGAN SQUARE 100-120 N. 18TH STREET, 17TH FLOOR PHILADELPHIA, PA 19103 |
SVP and President-Harsco Rail | |||
| /s/ Gary R. Lada | 06/17/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Restricted stock units granted under the Issuer's 2026 Omnibus Incentive Plan represent a contingent right to receive the Issuer's common stock on a one-for-one basis when the restricted stock units vest. Each reported restricted stock unit vests in three equal increments on each subsequent anniversary of the grant date. |
| (2) | Includes 4,030 shares acquired in a pro rata distribution by CLEH, Inc. on June 1, 2026 of all of the outstanding shares of the Issuer's common stock to the stockholders of CLEH, Inc. |
| (3) | Represents the target number of Performance Restricted Stock Units granted under the Issuer's 2026 Omnibus Incentive Plan, each of which represents the contingent right to receive a variable amount of shares of the Issuer's common stock based on the level of achievement of share-price performance targets over the period of June 1, 2026, through June 30, 2029 (the "Performance Period"). The Performance Restricted Stock Units vest between 0% and 250% of target, measured as of the earlier of the final financial quarter of the Performance Period or during a measurement period ending no fewer than three days prior to a Change in Control of the Issuer. |
| (4) | Represents Stock Appreciation Rights ("SARs") granted under the Issuer's 2026 Omnibus Incentive Plan to replace similar stock appreciation rights held by the reporting period prior to, and canceled in connection with, a reorganization occurring immediately before the spin-off of the Issuer from its predecessor. The SARs are fully vested as of the date hereof. |