Casella Waste (NASDAQ: CWST) GC awarded RSUs and sells 491 shares

Rhea-AI Filing Summary

Casella Waste Systems senior vice president and general counsel Shelley E. Sayward reported a mix of equity compensation and small share sales in Class A Common Stock. On March 12, 2026, she received 1,654 Restricted Stock Units (RSUs), each representing one future share, vesting in three equal annual installments beginning on March 12, 2027.

Also on March 12, she sold 129 shares at $89.71 per share in a sell‑to‑cover transaction to satisfy tax withholding on previously vested RSUs under an automatic instruction adopted on August 2, 2023, which the filing states was not discretionary. On March 16, 2026, she executed an additional open‑market sale of 362 shares at $87.73 per share. After these transactions, she directly holds 28,369 shares of Class A Common Stock.

Insights

Equity compensation and insider trading analyst

Routine RSU grant with small net share sale; overall impact modest.

Casella Waste Systems granted senior VP and general counsel Shelley E. Sayward 1,654 RSUs, vesting annually over three years starting March 12, 2027. This is standard equity compensation, increasing her long‑term exposure to the company’s stock.

The filing shows two sales totaling 491 shares. The 129‑share sale at $89.71 was an automatic sell‑to‑cover for tax withholding tied to prior RSU vesting, explicitly described as non‑discretionary. The 362‑share open‑market sale at $87.73 on March 16, 2026 appears discretionary but is small relative to her holdings.

After these transactions, Sayward directly owns 28,369 shares of Class A Common Stock, and the derivative section shows no remaining option or similar positions in this filing. The combination of ongoing equity awards and modest net share reduction suggests routine compensation and portfolio management activity rather than a thesis‑changing move.

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
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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).

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^*

Sayward Shelley E.

(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)
	SENIOR VP & GENERAL COUNSEL

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)		1,654	A	$0	28,860	D
Class A Common Stock	03/12/2026		S(2)		129	D	$89.71	28,731	D
Class A Common Stock	03/16/2026		S(2)		362	D	$87.73	28,369	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/ Shelley E. Sayward	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.
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FAQ

What insider transactions did Casella Waste Systems (CWST) report for Shelley E. Sayward?

Casella Waste Systems reported that senior VP and general counsel Shelley E. Sayward received 1,654 RSUs and sold 491 shares of Class A Common Stock. The sales included a small tax-related sell-to-cover and a modest open-market sale, while her overall direct holdings remain substantial.

How many RSUs did CWST grant to Shelley E. Sayward and when do they vest?

Shelley E. Sayward was granted 1,654 Restricted Stock Units, each equal to one share of Class A Common Stock. These RSUs vest in three equal annual installments, beginning on March 12, 2027, providing her with a staggered equity compensation stream over three years.

Were any of Shelley E. Sayward’s CWST share sales automatic or tax-related?

Yes. The filing states that the 129-share sale at $89.71 per share on March 12, 2026 was a sell-to-cover transaction. It satisfied tax withholding on previously vested RSUs under an automatic instruction adopted on August 2, 2023, and was not a discretionary sale.

What open-market sales of CWST stock did Shelley E. Sayward execute?

Shelley E. Sayward executed two reported sales of Class A Common Stock totaling 491 shares. These included a 129-share sale at $89.71 per share and a 362-share open-market sale at $87.73 per share, both in March 2026, according to the Form 4 data.

How many Casella Waste Systems shares does Shelley E. Sayward hold after these transactions?

After the reported March 2026 transactions, Shelley E. Sayward directly holds 28,369 shares of Casella Waste Systems Class A Common Stock. This figure reflects her position following the RSU grant and the combined 491-share sales disclosed in the Form 4 filing.

What is the net share impact of Shelley E. Sayward’s recent CWST Form 4 filing?

The Form 4 shows a grant of 1,654 RSUs and sales totaling 491 shares of Class A Common Stock. This results in a net increase in her future share-based exposure, while her current direct share count after the trades stands at 28,369 shares.