Casella Waste Systems (CWST) director awarded RSUs, auto sells shares for tax

Rhea-AI Filing Summary

Casella Waste Systems director John W. Casella reported both an equity award and routine share sales. He received 5,513 Restricted Stock Units of Class A Common Stock on March 12, 2026 under the company’s 2016 Incentive Plan, with the RSUs vesting in three equal annual installments beginning on March 12, 2027.

To cover tax withholding from previously vested RSUs, he sold 963 Class A shares on March 12, 2026 at a weighted average price of $90.06 and 1,744 Class A shares on March 16, 2026 at a weighted average price of $87.77. These sales were executed under an automatic sell-to-cover instruction adopted on August 22, 2023. After these transactions, he directly holds 30,795 Class A shares and additional Class B and Class A shares through trusts and his spouse.

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^*

CASELLA JOHN W

(Last) (First) (Middle)

C/O CASELLA WASTE SYSTEMS

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		5,513	A	$0	33,502	D
Class A Common Stock	03/12/2026		S(2)		963	D	$90.06	32,539	D
Class A Common Stock	03/16/2026		S(2)		1,744	D	$87.77(3)	30,795	D
Class B Common Stock								137,000	I	by SLAT 2(4)
Class B Common Stock								134,000	I	By SLAT(5)
Class B Common Stock								166,000	D
Class A Common Stock								694	I	By Spouse(6)
Class B Common Stock								57,100	I	By Spouse(6)

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 22, 2023 and does not represent a discretionary sale by the reporting person.

3. Represents the weighted average sales price for shares sold in multiple transactions, ranging from $87.77 to $87.85. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

4. Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella ("SLAT 2"). Mr. Casella is the trustee of the SLAT 2.

5. Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella's spouse ("SLAT"). Mr. Casella's spouse is the trustee of the SLAT. Mr. Casella disclaims beneficial ownership of the securities indicated to the extent to which he does not have an actual pecuniary interest in such securities.

6. Held by Mr. Casella's spouse. Mr. Casella disclaims beneficial ownership of the securities indicated to the extent to which he does not have an actual pecuniary interest in such securities.

Remarks:

	/s/ John W. Casella	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).
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FAQ

What insider transactions did CWST director John W. Casella report?

He reported receiving 5,513 Restricted Stock Units of Class A Common Stock and selling 2,707 Class A shares. The sales were used to cover tax withholding obligations tied to previously vested RSUs, rather than discretionary open-market selling.

How many RSUs did CWST grant to John W. Casella and when do they vest?

He received 5,513 Restricted Stock Units of Class A Common Stock. Each RSU converts into one share, vesting in three equal annual installments starting on March 12, 2027, providing a multi-year equity-based incentive linked to continued service.

Were John W. Casella’s CWST share sales discretionary open-market trades?

No. The 2,707 Class A shares sold at weighted average prices of $90.06 and $87.77 were part of an automatic sell-to-cover instruction adopted on August 22, 2023, to satisfy tax withholding on previously vested RSUs.

What are John W. Casella’s CWST share holdings after these transactions?

After the reported transactions, he directly holds 30,795 Class A shares and 166,000 Class B shares. Additional Class A and Class B shares are held indirectly through a spousal trust, a trust for his benefit, and by his spouse.

How are the new CWST RSUs structured for John W. Casella?

Each Restricted Stock Unit represents a contingent right to receive one share of Casella’s Class A Common Stock. The 5,513 RSUs vest in three equal annual tranches beginning March 12, 2027, aligning compensation with longer-term company performance and service.

Does John W. Casella disclaim beneficial ownership of any CWST shares?

Yes. Shares held by a Spousal Lifetime Access Trust for his spouse and shares held directly by his spouse are subject to a disclaimer. He disclaims beneficial ownership to the extent he lacks an actual pecuniary interest in those securities, as noted in the filing footnotes.