Clean Harbors (NYSE: CLH) exec gets stock awards, sells shares for tax

Rhea-AI Filing Summary

Clean Harbors, Inc. executive Rebecca Underwood, President & EVP Facilities, reported routine equity activity in company common stock. On February 1, 2026, she received 2,513 performance-based restricted stock shares and 838 time-based restricted stock shares, both at $0 per share as awards.

On February 2, 2026, 425 shares were withheld at $259.91 per share to cover tax liabilities related to vesting, as permitted under Rule 16b-3. After these transactions, she directly beneficially owned 20,210 shares of Clean Harbors common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Underwood Rebecca

(Last) (First) (Middle)

42 LONGWATER DR

(Street)

NORWELL MA 02061

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLEAN HARBORS INC [ CLH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & EVP FACILITIES

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		F		425(1)	D	$259.91	16,859	D
Common Stock	02/01/2026		A		2,513(2)	A	$0	19,372	D
Common Stock	02/01/2026		A		838(3)	A	$0	20,210	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax liability by withholding of securities incident to vesting of securities in accordance with Rule 16b3.

2. Performance-Based Restricted Stock Award that will vest 50% on 3/15/2028 and 50% on 3/15/2029, depending on achievement of certain goals during the performance period 1/1/2027 through 12/31/2027

3. Restricted Stock Award vesting as to 25% on February 1, 2027; 25% on February 1, 2028; 25% on February 1, 2029; and 25% on February 1, 2030.

	/s/ Rebecca Underwood	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Clean Harbors (CLH) report for Rebecca Underwood?

Clean Harbors reported that executive Rebecca Underwood received 2,513 performance-based restricted stock shares and 838 time-based restricted stock shares on February 1, 2026. On February 2, 2026, 425 shares were withheld at $259.91 per share to satisfy tax liabilities tied to vesting.

How many Clean Harbors (CLH) shares does Rebecca Underwood own after this Form 4?

After the reported transactions, Rebecca Underwood directly beneficially owned 20,210 shares of Clean Harbors common stock. This reflects the net result of restricted stock awards granted and 425 shares withheld to cover tax obligations associated with the vesting of previously granted equity.

What type of equity awards did Clean Harbors (CLH) grant to Rebecca Underwood?

Rebecca Underwood received two types of equity awards: a 2,513-share performance-based restricted stock award and an 838-share time-based restricted stock award. Both were granted at $0 per share as compensation, subject to future vesting schedules and performance conditions described in the filing footnotes.

How do the performance-based restricted stock awards for CLH vest for Rebecca Underwood?

The 2,513-share performance-based restricted stock award will vest 50% on March 15, 2028 and 50% on March 15, 2029. Vesting depends on achieving specified goals during the performance period from January 1, 2027 through December 31, 2027, as detailed in the footnote.

What is the vesting schedule for Rebecca Underwood’s time-based restricted stock in Clean Harbors (CLH)?

The 838-share time-based restricted stock award vests in four equal installments: 25% on February 1, 2027, 25% on February 1, 2028, 25% on February 1, 2029, and 25% on February 1, 2030. Each tranche becomes unrestricted on the corresponding vesting date.

Why were 425 Clean Harbors (CLH) shares withheld from Rebecca Underwood?

The 425 shares were withheld to pay tax liabilities arising from the vesting of equity awards. The filing explains this as payment of tax liability by withholding securities in accordance with Rule 16b-3, effectively using shares instead of cash to satisfy required taxes.