Casella Waste (NASDAQ: CWST) officer logs PSU vesting and tax sale

Rhea-AI Filing Summary

Casella Waste Systems executive Kevin Drohan, VP & Chief Accounting Officer, reported two Class A Common Stock transactions. He acquired 2,452 shares at no cost upon vesting of performance-based stock units tied to 2025 company performance and relative total shareholder return through December 31, 2025. He then sold 675 shares at an average price of $92.61 per share in an automatic sell-to-cover trade to satisfy tax withholding on this vesting, under an instruction adopted on August 2, 2023, rather than a discretionary sale.

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^*

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)
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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/26/2026		A		2,452(1)	A	$0	8,137	D
Class A Common Stock	02/27/2026		S(2)		675	D	$92.61	7,462	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 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/ Kevin J. Drohan	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).
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FAQ

What insider transactions did CWST executive Kevin Drohan report?

Kevin Drohan reported one share award and one share sale. He received 2,452 Class A shares from vesting performance-based stock units, then sold 675 shares in an automatic sell-to-cover trade to cover related tax withholding obligations.

How many CWST shares did Kevin Drohan acquire and at what cost?

He acquired 2,452 Class A Common shares at no cash cost. The shares came from vesting performance-based stock units granted March 10, 2023, based on Casella Waste Systems’ 2025 performance and relative total shareholder return through December 31, 2025.

Why did Kevin Drohan sell 675 CWST shares, and at what price?

He sold 675 Class A shares at an average price of $92.61 per share. The sale was a pre-arranged sell-to-cover transaction solely to satisfy tax withholding obligations arising from the vesting of previously granted performance-based stock units.

Was the CWST insider’s 675-share sale a discretionary transaction?

No, the 675-share sale was not discretionary. It was executed under an automatic sell-to-cover instruction adopted on August 2, 2023, designed to cover tax withholding triggered by the vesting of performance-based stock units granted on March 10, 2023.

What performance period determined Kevin Drohan’s CWST PSU vesting?

The PSUs vested based on Casella Waste Systems’ performance from January 1, 2025 through December 31, 2025, plus a multiplier tied to relative total shareholder return from January 1, 2023 through December 31, 2025, as certified on February 26, 2026.