Gabriel Sharon M. 4

What Happened Gabriel Sharon, EVP and CIO of Clean Harbors (CLH), was granted a total of 2,639 shares (2,073 performance-based RSAs and 566 restricted stock awards) on 2026-02-01 and 508 shares were disposed on 2026-02-02 to satisfy tax withholding, generating proceeds of $132,034 (508 shares × $259.91). The grants were reported as acquisitions at $0 (typical for restricted stock awards); the 508-share disposition was a withholding of shares to cover tax liability rather than an open-market sale.

Key Details

• Grants: 2,073 shares (2026-02-01, $0.00) and 566 shares (2026-02-01, $0.00) — reported as acquisitions (code A).
• Withholding/disposition: 508 shares (2026-02-02) at $259.91 each for $132,034 — reported as code F (tax withholding).
• Footnotes:
  • F1: Withholding of securities to pay tax liability incident to vesting (Rule 16b-3).
  • F2: The 2,073-share award is performance-based: vesting 50% on 3/15/2028 and 50% on 3/15/2029, contingent on 2027 performance goals.
  • F3: The 566-share restricted award vests 25% each Feb 1 of 2027, 2028, 2029, and 2030.
• Shares owned following the transactions: not specified in the provided filing excerpt.
• Filing timeliness: Report filed 2026-02-03 for transactions on 2026-02-01 and 2026-02-02 — appears timely (Form 4 is due within two business days).

Context The 508-share transaction was a tax-withholding event (routine) tied to vesting, not an independent sale indicating a change of sentiment. The grants are restricted/performance-based shares that vest over time (and in one case, only if performance targets are met), so they represent future compensation rather than immediate open-market purchases. Transaction codes here: A = Award/Grant, F = Tax withholding.