CASELLA WASTE SYSTEMS INC — Director's Dealing 2024

Feb 29, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CASELLA WASTE SYSTEMS INC (CWST)
CIK: 0000911177
Period of Report: 2024-02-27

Reporting Person: CASELLA JOHN W (Director, CHIEF EXECUTIVE OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-27	Class A Common Stock	A	40803	—	Acquired	52102	Direct
2024-02-28	Class A Common Stock	S	20300	$90.27	Disposed	31802	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	694	Indirect
Class B Common Stock	166000	Direct
Class B Common Stock	137000	Indirect
Class B Common Stock	134000	Indirect
Class B Common Stock	57100	Indirect

Footnotes

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 12, 2021, as a result of the level of achievement by the issuer of certain performance objectives during the period running from January 1, 2023 through December 31, 2023, and a multiplier based on relative total shareholder return for the period running from January 1, 2021 to December 31, 2023, as certified by the issuer's compensation and human capital committee on February 27, 2024.

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 12, 2021. This sale was effected pursuant to an automatic sell-to-cover instruction adopted by the reporting person on August 23, 2021 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 $90.09 to $90.88. 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.

F4: Held by Mr. Casella's spouse. Mr. Casella disclaims beneficial ownership of the securities indicated to the extent to which he does not have an actual pecuniary interest in such securities.

F5: Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella ("SLAT 2"). Mr. Casella is the trustee of the SLAT 2.

F6: Held by the Spousal Lifetime Access Trust for the benefit of Mr. Casella's spouse ("SLAT"). Mr. Casella's spouse is the trustee of the SLAT. Mr. Casella disclaims beneficial ownership of the securities indicated to the extent to which he does not have an actual pecuniary interest in such securities.