Sayward Shelley E. 4

4 · CASELLA WASTE SYSTEMS INC · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Casella Waste SVP Sayward Sells 1,591 Shares, Receives 4,598 Award

What Happened

Sayward Shelley E., Senior Vice President & General Counsel of Casella Waste Systems (CWST), received 4,598 shares of Class A common stock upon vesting of performance-based stock units (PSUs) and immediately sold 1,591 of those shares in a sell-to-cover transaction. The sale of 1,591 shares was at $92.91 per share, generating proceeds of $147,820. The 4,598-share award was acquired at $0.00 as the result of PSU vesting (i.e., an awarded acquisition, not a cash purchase).

Key Details

Award (A): 4,598 shares acquired on 2026-02-26 at $0.00 (vesting of PSUs).
Sale (S): 1,591 shares sold on 2026-02-27 at $92.91 per share for $147,820.
Shares owned after transaction: not specified in the provided filing summary.
Footnotes:
- F1: The 4,598 shares came from PSUs granted on March 10, 2023, vested based on performance for 2025 and relative TSR for 2023–2025, certified Feb 26, 2026.
- F2: The 1,591-share sale was an automatic "sell-to-cover" to satisfy tax withholding obligations and was not a discretionary sale by the reporting person.
Filing timeliness: Report filed 2026-03-02 for transactions on 2026-02-26 and 2026-02-27; filing is timely under Form 4 two-business-day rule.

Context

The primary event is vesting of performance awards (PSUs), which is compensation tied to company performance and relative total shareholder return; a portion was sold automatically to cover taxes. This is common routine insider activity tied to payroll/tax withholding and does not necessarily indicate a discretionary view on the stock.

Form 4

Period: 2026-02-26

SENIOR VP & GENERAL COUNSEL

Transactions

Footnotes (2)

[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 2, 2023 and does not represent a discretionary sale by the reporting person.

Signature

/s/ Shelley E. Sayward|2026-03-02

1 file