Underwood Rebecca 4

What Happened

• Rebecca Underwood, President & EVP Facilities of Clean Harbors (CLH), was granted two equity awards on 2026-02-01 totaling 3,351 shares (2,513 and 838 shares) at $0.00 per share. On 2026-02-02, 425 shares were withheld to satisfy tax withholding related to vesting at $259.91 per share (proceeds of about $110,462). The awards are acquisitions (code A); the 425-share withholding is reported as a disposition to pay taxes (code F). Net, Underwood’s beneficial position increased by 2,926 shares (3,351 granted − 425 withheld).

Key Details

• Transaction dates/prices:
  • 2026-02-01: Granted 2,513 shares @ $0.00 (Performance-Based RSA)
  • 2026-02-01: Granted 838 shares @ $0.00 (Time-Based RSA)
  • 2026-02-02: 425 shares withheld @ $259.91 for taxes — $110,461.75 (~$110,462)
• Shares owned after transaction: Filing excerpt does not state total holdings; net increase of 2,926 shares.
• Footnotes:
  • F1: Tax payment executed by withholding of securities incident to vesting (Rule 16b-3).
  • F2: The 2,513-share award is performance-based: vesting 50% on 3/15/2028 and 50% on 3/15/2029, subject to performance for 2027.
  • F3: The 838-share award vests 25% annually on Feb 1 of 2027–2030.
• Filing timeliness: Report filed 2026-02-03 for transactions on 2026-02-01 and 02; appears filed within the normal two-business-day Form 4 window.

Context

• These were equity awards (not open-market purchases); the withholding is a routine tax-withholding action, not a market sale. Performance-based shares won’t vest until future dates and depend on specified goals; time-based shares vest over 2027–2030. Code legend: A = award/grant, F = tax-withholding disposition.