CASELLA WASTE SYSTEMS INC

For the period ended Jun 4, 2026. Filed Apr 17, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2026 · Filed Apr 17, 2026

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CWST$98.21-1.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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25 Greens Hill Lane

Rutland, Vermont 05701

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on Thursday, June 4, 2026

The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Casella Waste Systems, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be conducted online via live webcast at https://meetnow.global/MY7HWCF on Thursday, June 4, 2026 at 10:00 a.m. Eastern Time to consider and act on the following matters:

1.	To elect four Class II directors, each to serve for a term expiring at the 2029 Annual Meeting of Stockholders;

2.	To approve, in an advisory “say-on-pay” vote, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in the accompanying proxy statement;

3.	To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2026; and

4.	To transact such other business as may properly come before the 2026 Annual Meeting and any postponement, adjournment, rescheduling or continuation thereof.

The 2026 Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast https://meetnow.global/MY7HWCF. There will not be a physical meeting location, and stockholders will not be able to attend the meeting in person. This means that you can attend the 2026 Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about April 20, 2026, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials and vote online. As more fully described in the Notice, stockholders who receive a Notice may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how stockholders may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis. Stockholders who do not receive a Notice will receive a printed copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.

Stockholders of record of our Class A common stock and our Class B common stock at the close of business on April 8, 2026, the record date for the 2026 Annual Meeting, are entitled to notice of, and to vote at, the 2026 Annual Meeting or any adjournment thereof. Your vote is important regardless of the number of shares you own. If you are a stockholder of record, you may submit a proxy or vote your shares in any one of the following ways:

•	Over the Internet prior to the 2026 Annual Meeting by going to the website of our tabulator, Computershare Trust Company, N.A., at www.investorvote.com/CWST and following the instructions for internet voting shown on your Notice or your proxy card;

•	Over the Telephone, by calling 1-800-652-VOTE (8683) and following the recorded instructions;

•	By Mail, if you receive a printed copy of the proxy materials, by completing and signing your enclosed proxy card and mailing it in the enclosed postage prepaid envelope. If you submit a proxy over the internet or by telephone, please do not mail your proxy card; or

•	Online while virtually attending the 2026 Annual Meeting.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow to submit voting instructions or vote your shares.

All stockholders are invited to attend the 2026 Annual Meeting online. Whether or not you plan to attend the 2026 Annual Meeting online, we urge you to take the time to submit your proxy to vote over the Internet, by phone or by mail. Further information about how to attend the 2026 Annual Meeting online, vote your shares online during the meeting and submit your questions online during the meeting is included in the accompanying proxy statement.

	By order of the Board of Directors,
April 17, 2026 Rutland, Vermont	John W. Casella Executive Chairman of the Board and Secretary

PROXY STATEMENT

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