Was Shelley E. Sayward’s CWST share sale a discretionary transaction?

No, the sale was not discretionary. It occurred under a pre-established automatic sell-to-cover instruction adopted August 2, 2023, solely to cover tax withholding obligations arising from the vesting of previously granted performance-based stock units.

Casella (CWST) GC receives PSU shares, sells some to cover taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Casella Waste Systems senior vice president and general counsel Shelley E. Sayward reported two transactions in Class A Common Stock. On February 26, 2026, she acquired 4,598 shares at $0.00 per share through the vesting of performance-based stock units granted on March 10, 2023, following achievement of performance objectives and a relative total shareholder return multiplier for periods ending December 31, 2025. On February 27, 2026, she executed an open-market sale of 1,591 shares at an average price of $92.91 per share to cover tax withholding obligations tied to the PSU vesting, under an automatic sell-to-cover instruction adopted on August 2, 2023. After these transactions, she directly held 27,206 shares of Class A Common Stock.

Insider Trade Summary

Net Seller: 1,591 shares ($147,820)

Net Sell 2 txns

Insider Sayward Shelley E.

Role SENIOR VP & GENERAL COUNSEL

Sold 1,591 shs ($148K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,591	$92.91	$148K
Grant/Award	Class A Common Stock	4,598	$0.00	--

Holdings After Transaction: Class A Common Stock — 27,206 shares (Direct)

Footnotes (1)

Represents shares of Class A Common Stock acquired by the reporting person upon the vesting of performance-based stock units (PSUs) granted to the reporting person on March 10, 2023, as a result of the level of achievement by Casella Waste Systems, Inc. of certain performance objectives during the period running from January 1, 2025 through December 31, 2025, and a multiplier based on relative total shareholder return for the period running from January 1, 2023 to December 31, 2025, as certified by the issuer's compensation and human capital committee on February 26, 2026. 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 PSUs previously granted to the reporting person on March 10, 2023. 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.

Form 4 Insider Transactions: What Each Field Means →

03/02/2026 - 04:41 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sayward Shelley E.

(Last)

(First)

(Middle)

25 GREENS HILL LANE

(Street)

RUTLAND

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)
	SENIOR VP & GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/26/2026		A		4,598⁽¹⁾	A	$0	28,797	D
Class A Common Stock	02/27/2026		S⁽²⁾		1,591	D	$92.91	27,206	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Class A Common Stock acquired by the reporting person upon the vesting of performance-based stock units (PSUs) granted to the reporting person on March 10, 2023, as a result of the level of achievement by Casella Waste Systems, Inc. of certain performance objectives during the period running from January 1, 2025 through December 31, 2025, and a multiplier based on relative total shareholder return for the period running from January 1, 2023 to December 31, 2025, as certified by the issuer's compensation and human capital committee on February 26, 2026.

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 PSUs previously granted to the reporting person on March 10, 2023. 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/ Shelley E. Sayward	03/02/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CWST executive Shelley E. Sayward report?

Shelley E. Sayward reported a PSU-related share acquisition and a tax-related share sale. She received 4,598 Casella Waste Systems Class A shares from vested performance units and sold 1,591 shares in a sell-to-cover transaction for withholding taxes.

How many CWST shares did Shelley E. Sayward sell and at what price?

She sold 1,591 Casella Waste Systems Class A shares at an average price of $92.91 per share. The transaction was an automatic sell-to-cover trade used solely to satisfy tax withholding obligations from recent PSU vesting.

What award did Shelley E. Sayward receive in Casella Waste Systems (CWST) stock?

She acquired 4,598 shares of Class A Common Stock upon vesting of performance-based stock units granted March 10, 2023. Vesting depended on performance from January 1, 2025 to December 31, 2025 and relative total shareholder return through December 31, 2025.

How many CWST shares does Shelley E. Sayward hold after these transactions?

Following the PSU vesting and subsequent tax-related sale, Shelley E. Sayward directly holds 27,206 shares of Casella Waste Systems Class A Common Stock. This figure reflects her position after both the share acquisition and the sell-to-cover transaction.