Steves Sean 4

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.