CASELLA WASTE SYSTEMS INC·4

Mar 2, 4:43 PM ET

Steves Sean 4

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

Research Summary

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Casella (CWST) COO Sean Steves Receives Award, Sells Shares to Cover Taxes

What Happened
Sean Steves, Senior Vice President & COO of Solid Waste Operations at Casella Waste Systems (CWST), had 3,433 shares of Class A common stock issued upon the vesting of performance-based stock units (PSUs) on Feb 26, 2026. On Feb 27, 2026 he sold 1,199 of those shares in an automatic sell-to-cover transaction at a weighted average price of $92.89, generating approximately $111,375 to satisfy tax withholding. The award itself was recorded at $0.00 acquisition price because it was a vesting of previously granted PSUs.

Key Details

  • Vesting / Award: 3,433 shares issued on 2026-02-26 (PSUs granted Mar 10, 2023; performance period and TSR multiplier; certified Feb 26, 2026). (Footnote F1)
  • Sale (sell-to-cover): 1,199 shares sold on 2026-02-27 at a weighted average price of $92.89 for ~$111,375. (Footnotes F2, F3)
  • Net shares retained from this vesting: 3,433 − 1,199 = 2,234 shares.
  • Total shares owned after the transaction: not specified in the Form 4 filing.
  • Sale was an automatic sell-to-cover to satisfy tax withholding (instruction adopted Aug 2, 2023); filing notes this was not a discretionary sale. (F2)
  • Price range for the sale transactions: $92.88–$92.93; weighted average $92.89. (F3)
  • Filing date: 2026-03-02; report covers transactions beginning 2026-02-26. The Form 4 was filed within the required two business days (timely).

Context
These shares came from the vesting of PSUs tied to company performance (performance period Jan 1–Dec 31, 2025 and a relative TSR multiplier for Jan 1, 2023–Dec 31, 2025). A sell-to-cover is a routine tax-withholding method and is not equivalent to a discretionary sale signaling a trading decision. This filing shows receipt of compensation (an award) and an automatic sale to cover taxes, rather than an independent purchase or investment decision.

Insider Transaction Report

Form 4
Period: 2026-02-26
Steves Sean
Sr VP & COO of SW Ops
Transactions
  • Award

    Class A Common Stock

    [F1]
    2026-02-26+3,43310,868 total
  • Sale

    Class A Common Stock

    [F2][F3]
    2026-02-27$92.89/sh1,199$111,3759,669 total
Footnotes (3)
  • [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.
  • [F3]Represents the weighted average sales price for shares sold in multiple transactions, ranging from $92.88 to $92.93. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
Signature
/s/ Sean Steves|2026-03-02

Documents

1 file
  • 4
    wk-form4_1772487796.xmlPrimary

    FORM 4