CASELLA JOHN W 4

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.