GERSTENBERG ERIC W 4

What Happened
Eric W. Gerstenberg, Co-CEO of Clean Harbors (CLH), was granted two restricted stock awards totaling 20,980 shares (10,290 and 10,690 shares) on 2026-02-01 and had 4,934 shares withheld/sold on 2026-02-02 at $259.91 per share (proceeds $1,282,396) to satisfy tax withholding. The awards were granted at $0.00 (typical for restricted stock awards); the disposition was not a market sale for cash gain but a tax-withholding transaction.

Key Details

• Transaction dates and prices:
  • 2026-02-01: Granted 10,290 shares (performance-based RSA) and 10,690 shares (time-based RSA) at $0.00.
  • 2026-02-02: 4,934 shares disposed/withheld at $259.91 per share; total proceeds/withholding value $1,282,396 (code F).
• Shares owned after transaction: not specified in the Form 4 provided.
• Footnotes of note:
  • F1: Sale/withholding was to pay tax liability by withholding securities incident to vesting (Rule 16b‑3).
  • F2: The 10,290-share award is performance-based — vests 50% on 3/15/2028 and 50% on 3/15/2029, contingent on performance for 1/1/2027–12/31/2027.
  • F3: The 10,690-share award vests 25% annually on Feb 1 of 2027–2030.
• Filing timeliness: Form filed 2026-02-03 for transactions on 2026-02-01 and 02; filing appears timely (Form 4 is generally due within 2 business days).

Context: The grants are restricted stock awards, not open-market purchases — they vest over time (one tied to performance, one to service). The 4,934-share disposition was a withholding to satisfy tax obligations upon vesting (routine and not necessarily a bearish signal). No indication in the filing of an open-market sale or a 10% owner-level transaction.