Diderich Jeroen 4

What Happened

• Jeroen Diderich, EVP & President of Sales & Service at Clean Harbors (CLH), received two equity awards on 2026-02-01 totaling 4,188 restricted shares (3,141 and 1,047 shares). On 2026-02-02, 105 shares were withheld to cover tax liability at $259.91 per share, totaling $27,291. The equity grants are awards (code A); the withholding is reported as code F (tax withholding/settlement).

Key Details

• Transaction dates and prices:
  • 2026-02-01: Award of 3,141 shares (value reported as $0 in filing) — Performance-Based Restricted Stock Award (see footnote F2).
  • 2026-02-01: Award of 1,047 shares (value reported as $0) — Restricted Stock Award (see footnote F3).
  • 2026-02-02: 105 shares withheld for tax liability at $259.91 per share = $27,291 (code F; footnote F1).
• Total shares granted: 4,188; shares withheld: 105.
• Shares owned after the transaction: not disclosed in the filing.
• Footnotes of note:
  • F1: Tax liability paid by withholding of securities under Rule 16b-3 (routine).
  • F2: 3,141-share award is performance-based — vests 50% on 3/15/2028 and 50% on 3/15/2029, contingent on achieving goals in 2027.
  • F3: 1,047-share restricted award vests 25% on each Feb 1 of 2027–2030.
• Filing timeliness: Filing date 2026-02-03 for transactions on 2026-02-01 and 2026-02-02; no late filing indicated in the report.

Context

• These were equity awards, not open-market purchases or option exercises. The performance-based portion vests only if specified goals are met in the designated performance period; the other portion vests on a multi-year schedule. The 105-share withholding is a routine tax-withholding action, not an open-market sale—such withholdings are common when restricted shares vest. As always, awards and withholding are administrative/compensation events and do not, by themselves, indicate insider sentiment about the stock.