Casella Waste (NASDAQ: CWST) VP granted 551 RSUs, sells 140 shares

Rhea-AI Filing Summary

Casella Waste Systems VP & Chief Accounting Officer Kevin Drohan reported a mix of equity award and small share sales. He received a grant of 551 Restricted Stock Units, each representing one share of Class A Common Stock, which vest in three equal annual installments beginning on March 12, 2027.

On March 12, he sold 55 shares at $89.52 in a sell-to-cover transaction to satisfy tax withholding on previously vested RSUs under an automatic instruction adopted on August 2, 2023, so this was not a discretionary sale. He also sold 85 shares on March 16 at $87.73 in the open market. After these transactions, he directly holds 7,873 shares of Class A 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

OMB APPROVAL

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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).

X

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^*

Drohan Kevin

(Last) (First) (Middle)

25 GREENS HILL LANE

(Street)

RUTLAND VT 05701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CASELLA WASTE SYSTEMS INC [ CWST ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & CHIEF ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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
Class A Common Stock	03/12/2026		A(1)		551	A	$0	8,013	D
Class A Common Stock	03/12/2026		S(2)		55	D	$89.52	7,958	D
Class A Common Stock	03/16/2026		S(2)		85	D	$87.73	7,873	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. Represents the award of Restricted Stock Units (RSUs) under the Casella Waste Systems, Inc. Amended and Restated 2016 Incentive Plan. Each RSU represents a contingent right to receive one share of Casella's Class A Common Stock. RSUs vest in three equal annual installments beginning on March 12, 2027.

2. Represents the sale of shares of Class A Common Stock pursuant to a "sell-to-cover" transaction in order to satisfy tax withholding obligations in connection with the vesting of RSUs previously granted to the reporting person. This sale was effected pursuant to an automatic sell-to-cover instruction adopted by the reporting person on August 2, 2023 and does not represent a discretionary sale by the reporting person.

Remarks:

	/s/ Kevin J. Drohan	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transactions did CWST executive Kevin Drohan report on this Form 4?

Kevin Drohan reported a grant of 551 Restricted Stock Units and two small sales totaling 140 shares of Casella Waste Systems Class A Common Stock, with one sale tied to tax-withholding obligations on vested RSUs under an automatic sell-to-cover instruction.

How many Casella Waste Systems (CWST) shares does Kevin Drohan hold after these transactions?

After the reported grant and sales, Kevin Drohan directly holds 7,873 shares of Casella Waste Systems Class A Common Stock. This figure comes from the post-transaction ownership amounts disclosed alongside his March 16 open-market sale transaction on the Form 4.

Was any part of Kevin Drohan’s CWST stock sale pre-arranged or automatic?

Yes. The 55-share sale on March 12 was a sell-to-cover transaction under an automatic instruction adopted on August 2, 2023, executed solely to satisfy tax withholding obligations from RSUs vesting, and is described as not a discretionary sale by the reporting person.

What are the terms of the 551 RSUs granted to CWST executive Kevin Drohan?

The 551 Restricted Stock Units were granted under Casella Waste Systems’ Amended and Restated 2016 Incentive Plan. Each RSU represents one share of Class A Common Stock and vests in three equal annual installments starting on March 12, 2027, subject to the plan’s conditions.

At what prices did Kevin Drohan sell CWST shares in the reported transactions?

Kevin Drohan sold 55 shares of Casella Waste Systems Class A Common Stock at $89.52 per share on March 12 and 85 shares at $87.73 per share on March 16, according to the transaction details disclosed in the Form 4 filing.

Is the RSU grant to Kevin Drohan a cash transaction affecting CWST directly?

The RSU grant is a stock-based compensation award, not a cash payment. Each of the 551 Restricted Stock Units represents a contingent right to receive one share of Class A Common Stock upon vesting under Casella Waste Systems’ 2016 Incentive Plan.