Casella Waste (NASDAQ: CWST) CEO logs PSU vest and tax sell-to-cover

Rhea-AI Filing Summary

Casella Waste Systems CEO John W. Casella reported both an equity award vesting and a related share sale. He acquired 23,299 shares of Class A Common Stock at no cost upon vesting of performance-based stock units granted on March 10, 2023, based on performance from January 1, 2025 through December 31, 2025 and a relative total shareholder return multiplier for January 1, 2023 through December 31, 2025, as certified on February 26, 2026.

To cover tax withholding from this vesting, an automatic sell-to-cover instruction adopted on August 22, 2023 triggered the open-market sale of 6,726 Class A shares at a weighted average price of $93.10, which the filing notes did not represent a discretionary sale. After these transactions, he directly owned 27,989 Class A shares.

The filing also lists his Class B Common Stock holdings: 166,000 shares held directly, and additional Class B shares held indirectly through two Spousal Lifetime Access Trusts (137,000 and 134,000 shares) and by his spouse (57,100 Class B and 694 Class A). Footnotes state he disclaims beneficial ownership of certain indirect holdings to the extent he lacks an actual pecuniary interest.

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^*

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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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		23,299(1)	A	$0	34,715	D
Class A Common Stock	02/27/2026		S(2)		6,726	D	$93.1(3)	27,989	D
Class B Common Stock								166,000	D
Class B Common Stock								137,000	I	by SLAT 2(4)
Class B Common Stock								134,000	I	By SLAT(5)
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 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 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 $93.00 to $93.68. 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	03/02/2026
	** 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.
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FAQ

What did Casella Waste Systems (CWST) CEO report in this Form 4?

The CEO reported a PSU-based equity award vesting and a related tax sell-to-cover. He received 23,299 Class A shares at no cost and sold 6,726 shares automatically to satisfy tax withholding obligations tied to that vesting.

How many Casella Waste Systems (CWST) shares did the CEO acquire?

He acquired 23,299 shares of Class A Common Stock upon vesting of performance-based stock units. These units were granted on March 10, 2023 and vested based on specified performance metrics and relative total shareholder return over multi-year periods.

How many Casella Waste Systems (CWST) shares did the CEO sell and at what price?

He sold 6,726 Class A shares in an open-market transaction at a weighted average price of $93.10. The sale was executed under an automatic sell-to-cover instruction to satisfy tax withholding from the PSU vesting, not as a discretionary sale.

How many Casella Waste Systems (CWST) Class A shares does the CEO own after these transactions?

After the reported award vesting and tax-related sale, the CEO directly owns 27,989 shares of Casella Waste Systems Class A Common Stock. This reflects the net position after receiving 23,299 vested shares and selling 6,726 shares to cover tax obligations.

What Class B holdings are reported for the Casella Waste Systems (CWST) CEO?

The filing lists 166,000 Class B shares held directly, plus indirect holdings via two Spousal Lifetime Access Trusts and his spouse. Footnotes clarify trust roles and state he disclaims beneficial ownership where he lacks an actual pecuniary interest in those securities.

Were the Casella Waste Systems (CWST) share sales discretionary by the CEO?

The filing states the sale was pursuant to an automatic sell-to-cover instruction adopted on August 22, 2023. It explains the 6,726 Class A shares were sold solely to satisfy tax withholding on PSU vesting and did not represent a discretionary sale decision.