CASELLA JOHN W 4
4 · CASELLA WASTE SYSTEMS INC · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Casella Waste CEO John W. Casella Receives Award; Sells Shares
What Happened
John W. Casella, CEO of Casella Waste Systems (CWST), had 23,299 performance-based stock units (PSUs) vest and be converted into Class A common shares (reported as an award/acquisition). Following the vesting, 6,726 of those shares were sold in an automatic sell-to-cover transaction at a weighted average price of $93.10, generating proceeds of approximately $626,191 to satisfy tax withholding obligations. The award is reported with $0 purchase price since it represents vested compensation.
Key Details
- Transaction dates: PSUs vested on 2026-02-26 (award/acquisition); shares sold on 2026-02-27 (sale). Form 4 filed 2026-03-02.
- Sale details: 6,726 shares disposed, weighted average sales price $93.10, total proceeds ≈ $626,191; individual sale prices ranged $93.00–$93.68 per the filing.
- Award details: 23,299 shares acquired upon vesting of PSUs granted March 10, 2023; vesting certified by the compensation committee on Feb 26, 2026.
- Reason for sale: Sell-to-cover to satisfy tax withholding tied to the PSU vesting; effected under an automatic sell-to-cover instruction adopted Aug 22, 2023 (not a discretionary market sale).
- Shares owned after transaction: Not specified in the excerpt of the filing provided.
- Footnotes of note: F1 (PSU vesting and certification), F2 (sell-to-cover non-discretionary), F3 (weighted avg price range and offer to provide per-price details on request), F4–F6 (certain shares held in spousal/trust vehicles with related disclaimers).
Context
PSUs are performance-based equity awards that convert to shares when performance goals are met; the acquisition here reflects compensation vesting rather than an open-market purchase. A sell-to-cover is a common, administrative transaction to cover taxes and does not necessarily indicate a voluntary decision to reduce exposure; the filing notes the sale was automatic and not discretionary. Retail investors often view outright purchases as stronger bullish signals than routine sell-to-cover transactions.
Insider Transaction Report
- Award
Class A Common Stock
[F1]2026-02-26+23,299→ 34,715 total - Sale
Class A Common Stock
[F2][F3]2026-02-27$93.10/sh−6,726$626,191→ 27,989 total
- 166,000
Class B Common Stock
- 137,000(indirect: by SLAT 2)
Class B Common Stock
[F4] - 134,000(indirect: By SLAT)
Class B Common Stock
[F5] - 694(indirect: By Spouse)
Class A Common Stock
[F6] - 57,100(indirect: By Spouse)
Class B Common Stock
[F6]
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella ("SLAT 2"). Mr. Casella is the trustee of the SLAT 2.
- [F5]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.
- [F6]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.