Drohan Kevin 4

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

AI-generated summary of this filing

Updated Mar 2, 2026

Casella (CWST) VP Kevin Drohan Receives Award, Sells 675 Shares

What Happened

Kevin Drohan, Vice President & Chief Accounting Officer of Casella Waste Systems (CWST), had 2,452 shares of Class A common stock issued to him upon the vesting of performance-based stock units (PSUs) on Feb 26, 2026 (award value recorded as $0 on grant).
On Feb 27, 2026 he sold 675 of those shares in an open-market transaction at $92.61 per share, generating proceeds of approximately $62,512. The sale was a sell-to-cover to satisfy tax withholding (not a discretionary sale).

Key Details

Transaction dates & prices:
- 2026-02-26: Award (PSU vesting) — 2,452 shares (acquired, $0 shown)
- 2026-02-27: Sale — 675 shares @ $92.61, proceeds ≈ $62,512
Shares owned after transaction: Not specified in the provided filing excerpt.
Footnotes:
- F1: The 2,452 shares reflect PSUs granted March 10, 2023 that vested based on performance for 2025 and relative TSR for 2023–2025, certified Feb 26, 2026.
- F2: The 675-share sale was an automatic sell-to-cover instruction adopted Aug 2, 2023 to cover tax withholding and was not a discretionary sale.
Filing: Report filed 2026-03-02 for period ending 2026-02-26; filing appears timely under Form 4 rules.

Context

This was a performance-based PSU vesting event (award) followed by a routine sell-to-cover to satisfy tax obligations. Such sell-to-cover transactions are common after vesting and do not necessarily indicate a change in the insider’s view of the company.

Form 4

Period: 2026-02-26

VP & CHIEF ACCOUNTING OFFICER

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/ Kevin J. Drohan|2026-03-02

1 file