Drohan Kevin 4

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.