Casella Waste (NASDAQ: CWST) COO records PSU vesting and automatic tax sell

Rhea-AI Filing Summary

Casella Waste Systems senior vice president and COO of solid waste operations, Sean Steves, reported stock-based compensation activity and a related tax sale. He acquired 3,433 shares of Class A Common Stock at no cost upon vesting of performance-based stock units tied to multi‑year company goals. To cover tax withholding on this vesting, 1,199 shares were automatically sold in the open market at a weighted average price of $92.89 under a pre‑established sell‑to‑cover instruction, leaving him with 9,669 directly owned shares.

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^*

Steves Sean

(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)
	Sr VP & COO of SW Ops

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		3,433(1)	A	$0	10,868	D
Class A Common Stock	02/27/2026		S(2)		1,199	D	$92.89(3)	9,669	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.

3. Represents the weighted average sales price for shares sold in multiple transactions, ranging from $92.88 to $92.93. 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.

Remarks:

	/s/ Sean Steves	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 insider transactions did CWST executive Sean Steves report on this Form 4?

Sean Steves reported two transactions: a grant-related acquisition of 3,433 Class A shares at no cost from vesting performance stock units, and an automatic sale of 1,199 shares to cover tax withholding obligations tied to that vesting.

How many Casella Waste Systems (CWST) shares did Sean Steves acquire and at what price?

He acquired 3,433 shares of CWST Class A Common Stock at a transaction price of $0.00 per share. These shares came from performance-based stock units granted in March 2023 that vested based on company performance and certified results.

Why did Sean Steves sell 1,199 shares of CWST stock and at what price?

He sold 1,199 CWST Class A shares in an automatic “sell‑to‑cover” transaction to satisfy tax withholding obligations from vested performance stock units, at a weighted average price of $92.89 per share across trades ranging from $92.88 to $92.93.

Was the CWST share sale by Sean Steves a discretionary trade?

No. The 1,199‑share sale was executed under an automatic sell‑to‑cover instruction adopted on August 2, 2023. It was specifically to cover tax withholding from vesting performance-based stock units, and is described as not a discretionary sale.

How many Casella Waste Systems (CWST) shares does Sean Steves hold after these transactions?

After the award vesting and related tax sale, Sean Steves directly owns 9,669 shares of CWST Class A Common Stock. This figure reflects his position following both the 3,433‑share acquisition and the 1,199‑share automatic sell‑to‑cover transaction.

What performance period governed the CWST performance stock units that vested for Sean Steves?

The vested performance-based stock units were tied to Casella Waste Systems’ performance from January 1, 2025 through December 31, 2025, with an additional multiplier based on relative total shareholder return from January 1, 2023 through December 31, 2025, certified on February 26, 2026.