Dugas Eric J. 4

What Happened

• Eric J. Dugas, Chief Financial Officer of Clean Harbors (CLH), received equity awards and had 567 shares withheld to cover taxes. On Feb 1, 2026 he was awarded 3,066 performance-based restricted shares and 1,022 restricted shares (total 4,088 shares, $0 exercise price). On Feb 2, 2026, 567 shares were disposed/withheld at $259.91 per share to satisfy tax withholding, totaling $147,369. The withholding is reported as transaction code F (tax withholding), while the awards are reported as A (grant).

Key Details

• Transaction dates and prices:
  • 2026-02-01: Awarded 3,066 shares (Performance-Based RSA), $0.00 per share.
  • 2026-02-01: Awarded 1,022 shares (Restricted Stock Award), $0.00 per share.
  • 2026-02-02: 567 shares withheld at $259.91 per share to pay taxes (total $147,369).
• Shares acquired on Feb 1: 4,088 total (3,066 + 1,022).
• Shares withheld on Feb 2: 567 (tax withholding, reported as a disposition).
• Footnotes:
  • F1: Withholding of securities to pay tax liability incident to vesting (Rule 16b-3).
  • F2: Performance-based award vests 50% on 3/15/2028 and 50% on 3/15/2029, contingent on goals for the 2027 performance period.
  • F3: Restricted award vests 25% annually on Feb 1 of 2027, 2028, 2029 and 2030.
• Filing: Report filed 2026-02-03; timing appears timely (filed shortly after the Feb 1–2 transactions).
• Amount owned following the transactions: not specified in the provided filing.

Context

• The 567-share disposition is a routine tax-withholding event tied to vesting, not an open-market sale signaling a change of view. The two grants include a performance-based award (vesting tied to future performance goals) and a time-based restricted stock award (multi-year vesting schedule). Such awards are common forms of executive compensation and do not by themselves indicate the insider’s market sentiment.