CWST 10-K & 10-Q changes, risk factors and insider trading

Our business is directly affected by general macroeconomic risks in the waste industry that are impacted by economic factors outside of our control, which if realized may negatively impact our business, results of operations, and financial performance. These risks include those with respect to consumer confidence, global supply chain disruptions, uncertainty associated with public policy changes at the federal and state levels, inflation, labor supply, fuel prices, tariffs, interest rates and access to capital markets. Economic factors, such as ongoing or potential geopolitical conflict, pandemics, recessions, or similar national or global events, have caused and may continue to cause, economic disruption across our geographic footprint resulting in reductions in business, consumers and construction activity. Negative economic conditions can result in decreased consumer spending and decreases in solid waste volumes generated in the collection and disposal businesses, which negatively impacts our ability to grow through new business or service upgrades and the sales price of commodities in our recycling business, and may result in customer turnover and a reduction in customers’ waste service needs. Furthermore, residual macroeconomic effects associated with these economic factors have negatively impacted, and may continue to negatively impact, the global supply chain, labor markets and distribution networks leading to heightened inflation across labor, select services and goods, and capital investments. Inflationary increases in costs, including current inflationary pressures associated primarily with labor, certain other cost categories and capital items, have materially affected, and may continue to materially affect, our operating margins and cash flows. In addition, fuel cost increases may materially impact our operating margins and cash flows. Significant components of our operating expenses, including labor, fuel and third-party services, have been impacted by sustained inflation. To the extent these economic factors increase macroeconomic risks and adversely affect our business and financial results, it may also have the effect of heightening many other risks described in this section, any of which could materially and adversely affect our business, results of operations and financial condition. See Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K for further discussion.

We experience significant competition to hire and retain individuals for certain front-line positions, such as commercial truck drivers, from within and outside our industry. This competition comes from other waste management companies as well as other employers who hire drivers and maintain fleets, such as companies that provide courier delivery services, including United Parcel Service, Inc., FedEx Corporation and Amazon, as well as from a tightening labor market. As a result, certain positions currently experience, have historically experienced, and may experience in the future, high turnover rates or labor shortages, which can lead to increased recruiting, training and retention costs. If we are unable to hire and retain sufficient numbers of drivers to service our collection and disposal routes, mechanics to maintain our trucks, andor front line workers for our recycling facilities, our financial condition and operating results could be materially impacted. We also compete to attract skilled business leaders, and our own key team members are sought after by our competitors and other companies. We make significant investments, and engage in extensive internal succession planning, to provide us with a robust pipeline of future leaders. If we are not able to attract, hire, develop and retain a high-quality workforce with the necessary skills and expertise, as well as key leaders, or if we experience significant employee turnover, it can result in business and strategic disruption, increased costs, and loss of institutional knowledge, which could negatively impact our results of operations. Further, as we grow, we face the risk of having poorly documented and/or insufficient policies and procedures, conducting inadequate training, and lacking the necessary structure to effectively scale with growth. These deficiencies could lead to operational inefficiencies, regulatory non-compliance, andor an inability to meet the demands of an expanding business, adversely impacting our financial performance and reputation.

The price and supply of fuel is unpredictable and fluctuates based on events beyond our control, including among others, geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, tariffs, war and unrest in oil producing countries and regional production patterns. Fuel is needed to run our fleet of trucks, equipment and other aspects of our operations, including our reliance on various third-party transporters and service providers. Price escalations of fuel increase our operating expenses. In fiscal year 2024,2025, we consumed approximately 1415 million gallons of diesel fuel in our solid waste operations. Although we have fuel cost recovery programs, primarily the energy component of our energy and environmental fee program that floats monthly based on reported diesel fuel prices, contractual restrictions and competitive conditions may impact our opportunity to pass this fee on to our customers in all circumstances. See Item 7A. “Quantitative and Qualitative Disclosure About Market Risk” of this Annual Report on Form 10-K for further discussion over the impacts of fuel prices on our operations.

Our growth strategy includes engaging in acquisitions or developing operations or assets with the goal of complementing or expanding our business. We have made, and we may continue to make in the future, acquisitions to densify existing operations, expand service areas and grow services for our customers. These acquisitions may include “tuck-in” acquisitions within our existing markets, acquisitions of assets that are adjacent to or outside of our existing markets, or larger, more strategic acquisitions. In addition, from time to time we may acquire businesses that are complementary to our core business strategy. We may not be able to identify suitable acquisition candidates, and if we identify suitable acquisition candidates, we may be unable to successfully negotiate the acquisition at a price or on terms and conditions acceptable to us. In addition, while we expect we will be able to fund some of our acquisitions with our existing financial resources, we may require additional financing, including debt, to pursue certain acquisitions. We may not be able to incur additional debt on terms favorable to us or at all. Furthermore, we may be unable to obtain the necessary regulatory approvals to complete potential acquisitions.

We are subject to potential liability and restrictions under environmental laws and regulations, including potential liability and restrictions arising from or relating to the transportation, handling, recycling, generation, treatment, storage and disposal of wastes, the presence, release, discharge or emission of pollutants, and the investigation, remediation and monitoring of impacts to soil, surface water, groundwater and other environmental media including natural resources, as a result of the actual or alleged presence, release, discharge or emission of hazardous substances, pollutants or contaminants on, at, under or migrating from our properties, or in connection with our operations. The waste management industry has been and will continue to be subject to regulation, including permitting and related financial assurance requirements, as well as attempts to further regulate the industry, including efforts to regulate and limit the emission of greenhouse gases to ameliorate the effect of climate change. Our solid waste operations are subject to a wide range of federal, state and, in some cases, local environmental, odor and noise and land use restrictions. If we are not able to comply with the requirements that apply to a particular facility or if we operate in violation of the terms and conditions of, or without the necessary approvals or permits, we could be subject to administrative or civil, and possibly criminal, fines and penalties, and we may be required to spend substantial capital to bring an operation into compliance, to temporarily or permanently discontinue activities, and/or take corrective actions, possibly including removal of landfilled materials. Those costs or actions could be significant to us and affect our results of operations, cash flows, and available capital. In addition, the potential for increased regulation of PFAS and other emerging contaminants couldmay lead to increased compliance and remediation costs, or litigation risks, which could adversely impact our financial condition and results of operations. Future regulation changes may also require us to modify, supplement, or replace equipment or facilities at a substantial cost.

We have historically grown through acquisitions and expect to make additional acquisitions in the future. WeWhile we have tried and will continue to try to evaluate and limit environmental risks and liabilities presented by businesses to be acquired prior to the acquisition.acquisition, we may be liable for damage resulting from conditions existing before we acquired these businesses. Further, the counterparties in such transactions may be unable to perform their indemnification obligations owed to us. It is possible that some liabilities may prove to be more difficult or costly to identify or address than we anticipate. It is also possible that government officials responsible for enforcing environmental laws and regulations may believe an issue is more serious than we expect, or that we will fail to identify or fully appreciate an existing liability before we become responsible for addressing it. Some of the legal sanctions to which we could become subject could cause the suspension or revocation of a permit, prevent us from, or delay us in, obtaining or renewing permits to operate or expand our facilities, or harm our reputation. Suspension or revocation of permits could impact our operations and could have a material impact on our financial results.

In addition to the costs of complying with environmental laws and regulations, we incur costs in connection with environmental proceedings and litigation brought against us by government agencies and private parties. We are, and may be in the future, a defendant in lawsuits brought by parties alleging environmental damage, including natural resource damage, personal injury, and/or property damage or impairment, or seeking to impose civil penalties or injunctive relief or overturn or prevent the issuance of an operating permit or authorization, allany of which may result in us incurring significant liabilities.liabilities that could adversely impact our financial condition and results of operations. For information regarding legal proceedings and environmental remediation matters, see Note 12,13, Commitments and Contingencies to our consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

The conduct of our businesses is also subject to various other laws and regulations administered by federal, state and local governmental agencies, including tax laws, employment laws, health and safety laws, privacy laws and competition laws, among others. New laws, regulations or governmental policy and their related interpretations, or changes in any of the foregoing, including taxes or other limitations on our services, may alter the environment in which we do business.

The regulatory environment for PFAS is rapidly evolving, with increasing demands for enhanced environmental monitoring programs and advanced treatment technologies to mitigate PFAS contamination. Risks to our company relating to PFAS include regulatory risks, including the April 2024 designation by the EPA of two PFAS -- PFOA and PFOS, and their salts and structural isomers -- as hazardous substances, which could create Superfund liabilities under CERCLA for all downstream recipients of PFAS, including passive receivers such as our landfills and transporters of biosolids, the establishment of federal and state drinking water standards and surface water criteria which set low thresholds for impacts to drinking water and surface water, the risk that states in which we operate will require stringent monitoring of PFAS at our landfills, the risk of material increases in landfill leachate treatment costs due to mandatory pre-treatment or otherwise, the risk that existing remedial sites will become more complex and that closed landfills will be under enhanced regulatory scrutiny, the risk that biosolids management will be impacted by restrictions on end uses and the risk that that pre-existing land application sites will be determined to contain PFAS. Any such liability is likely to be uninsurable, with no coverage likely under our pollution or product liability policies. See Note 18, Other Items and Charges to our consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure over the closure of our organics facility.

We are required to obtain government permits to operate our facilities, including all of our landfills. There is no guarantee that we will be able to obtain the requisite permits and, even if we could, that any permit (and any existing permits we currently hold) will be renewed or modified as needed to fit our business needs. Permitting processes are often lengthy, costly, and subject to regulatory scrutiny, public participation, and political pressures. Local communities and citizen groups, adjacent landowners, governmental agencies, and other stakeholders have opposed and may in the future oppose the issuance, renewal, or modification of permits or approvals, allege violations of permits or applicable laws or regulations, or seek to impose liability for environmental impacts, any of which could delay or prevent permitting, increase costs, or adversely affect our reputation and ability to do business. Localities where we operate generally seek to regulate some or all landfill and transfer station operations, including siting and expansion of operations. The laws and regulations adopted by municipalities in which our landfills and transfer stations are located may limit or prohibit the expansion of a landfill or transfer station, as well as the amount of solid waste that we can accept at the landfill or transfer station on a daily, quarterly or annual basis, and any effort to acquire or expand landfills and transfer stations, which typically involves a significant amount of time and expense. In addition, state laws applicable to certain of our landfills require that the state determine whether acceptance at the landfill of waste not generated within the state provides a substantial public benefit. In addition, the potential for increased regulation of PFAS and other emerging contaminants could also lead to increased financial impacts such as additional capping requirements, increased closure/post-closure care costs and obligations, enhanced leachate treatment requirements, waste disposal limits, and transport limitations.

Despite our best efforts, we may not be successful in obtaining new landfill or transfer station sites or expanding the permitted capacity of any of our current landfills and transfer stations. If we are unable to develop additional disposal and transfer station capacity, our ability to achieve economies of scale from the internalization of our waste stream will be limited. If we fail to receive new landfill permits or renew existing permits, we may incur landfill asset impairment and other charges associated with accelerated closure. See Note 12,13, Commitments and Contingencies to our consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure about legal matters impacting our permitting efforts. Given our current expected run rate and remaining available capacity at our NCES Landfill in Bethlehem, New Hampshire, we may consume all remaining permitted capacity at our NCES Landfill during 2027.the fiscal year ending December 31, 2027 (“fiscal year 2027”). Based on currently available information, we believe that it is unlikely that the landfill under development by us in Dalton, New Hampshire will be fully permitted, constructed and operational by the end of fiscal year 2027. Also, On December 5, 2024, the Board of Supervisors of Ontario County, New York approved a motion to close the Ontario County Landfill in Seneca, New York at the end of the fiscal year ending December 31, 2028 upon the expiration of the 25-year OMLA, at which time we intend to cease operations at the Ontario County Landfill.

Our processing business involves the purchase and sale of recyclable materials, some of which are priced on a commodity basis. Our results of operations and cash flows may be adversely affected by falling purchase or resale prices or market requirements for recyclable materials. The resale and purchase prices of, and market demand for, recyclable materials are subject to changes in economic conditions and numerous other factors beyond our control, which may result in decreased demand of recyclable materials and lower commodity prices. Global and domestic factors such as recycling commodity inventory levels, inflation, tariffs, changes to international waste importation and exportation laws, consumer spending and economic activity levels may result in lower recycling commodity prices. The recycling commodity markets continue to see ongoing price volatility. Significant price fluctuations may adversely affect our results of operations and cash flows in the form of higher operating costs or lower revenues. Although many of our recycling contracts require the respective municipalities to absorb some of the impact of declining commodity prices, these contracts have had the impact of significantly increasing the costs to municipalities for continuing to offer recycling services to their customers. In the event that the costs of such services become excessive, such municipalities could discontinue their recycling programs altogether, which could materially affect our financial results. See Item 7A. “Quantitative and Qualitative Disclosure About Market Risk” of this Annual Report on Form 10-K for further discussion over the impacts of commodity prices on our operations.

In addition, the timing of any such final capping, closure or post-closure costs, which exceed established accruals,accruals or are required to be accelerated if a landfill closure occurs earlier than anticipated, may further negatively affect our business. Since we will be unable to control the timing and amounts of such costs, we may be forced to delay investments or planned improvements in other parts of our business or we may be unable to meet applicable financial assurance requirements. Any of the foregoing would negatively affect our business and results of operations.

OurThe business and assets we operate expose us to safety, operational and other risks, and our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures.

The provision of resource management services, including the operation of landfills, a substantial fleet of trucks and other waste-related assets, involves risks. These risks include, among others, the risk of truck accidents, equipment defects, malfunctions and failures, improper use of dangerous equipment, the release of hazardous substances, natural disasters, fire and explosion, any of which could result in environmental liability, personal injury, loss of life, business interruption or property damage or destruction. We carry a range of insurance policies intended to protect our assets and operations, including general liability insurance, property damage and environmental risk insurance. While we endeavor to purchase insurance coverage appropriate to our risk assessment,assessment and seek to minimize our exposure to these risks through maintenance, training and compliance programs, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages, and as a result our insurance program may not fully cover us for losses we may incur. In addition, as a result of a number of catastrophic weather and other events in the United States, insurance companies have incurred substantial losses and accordingly in many cases they have substantially reduced the nature and amount of insurance coverage available to the market, have broadened exclusions, and/or have substantially increased the cost of such coverage. It is likely that the tight insurance markets will continue into the foreseeable future. A partially or completely uninsured claim against us (including liabilities associated with cleanup or remediation at our facilities), if successful and of sufficient magnitude, could have a material adverse effect on our business, financial condition and results of operations. Any future difficulty in obtaining insurance could also impair our ability to secure future contracts, which may be conditioned upon the availability of adequate insurance coverage. In addition, claims associated with risks we have retained under our self-insurance programs may exceed our recorded reserves, which could negatively impact future earnings. See Note 3, Summary of Significant Accounting Policies to our consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure about our self-insurance liabilities and related costs.

In accordance with generally accepted accounting principles in the United States, we capitalize certain expenditures and advances relating to our acquisitions, landfills, cost method investments and development projects. In addition, we have considerable unamortized assets, including goodwill. From time to time in future periods, we may be required to incur a charge against earnings in an amount equal to any unamortized capitalized expenditures and advances, net of any portion thereof that we estimate will be recoverable, through sale or otherwise, relating to: (1) any operation or other asset that is being sold, permanently shut down or impaired or has not generated or is not expected to generate sufficient cash flow; (2) any landfill or development project, or growth oriented investment that is not expected to be successfully completed or generate a sufficient return on investment; andor (3) any goodwill or other intangible assets that are determined to be impaired.

Our transfer and disposal revenues have historically been higher in the late spring, summer and early fall months, which when combined with operating and other fixed costs that remain constant throughout the fiscal year, results in seasonal fluctuations in our operating performance. This seasonality reflects the lower volume of solid waste during the late fall, winter and early spring months primarily because the volume of waste relating to C&D activities decreases substantially during the winter months in the easternnortheastern United States where we are geographically located.

As of December 31, 2024,2025, we had $1,148.2$1,168.6 million of outstanding principal indebtedness (excluding $24.6$26.6 million of outstanding letters of credit issued under our $800.0 million term loan A facility, and $700.0 million revolving line of credit facility with a $155.0 million sublimit for letters of credit (collectively, the “Credit Facility”)). As of December 31, 2024,2025, we had $675.4$673.4 million of unused commitments remaining under the Credit Facility, subject to customary borrowing conditions, and approximately $383.3$123.8 million in cash,cash and cash equivalents and restricted cash available to help meet our short-term and long-term liquidity needs.needs, as well as $93.1 million of restricted cash to be used for the Mountain State Waste Acquisition. We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount of $200,000,$200.0 million, subject to further increase based on the terms and conditions set forth in the Credit Agreement.

This amount of indebtedness, our ability to incur additional indebtedness, and our debt service requirements may limit our financial flexibility to access additional capital and make capital expenditures and other investments in our business, to withstand economic downturns and interest rate increases, to plan for or react to changes in our business and our industry, andor to comply with the financial and other covenants included in the Credit Facility. We may also be subject to higher interest expense based on how we perform against financial and other covenants. Additionally, if we do not comply with financial and other covenants, we may be required to take actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing all or part of our existing Credit Facility or seeking additional equity capital.

Discussion and analysis of our financial condition and results of operations for the fiscal year ended December 31, 2024 (“fiscal year 2024”) compared to our financial condition and results of operations for the fiscal year ended December 31, 2023 (“fiscal year 2023”) compared to our financial condition and results of operations for the fiscal year ended December 31, 2022, is included under the heading Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 20232024, as filed with the Securities and Exchange Commission on February 16,18, 2024.2025.

We provide integrated solid waste services with operating locations in teneleven states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine, Pennsylvania, Delaware, New JerseyJersey, Maryland and Maryland,West Virginia, with our headquarters located in Rutland, Vermont. We manage our solid waste operations on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions, each of which provides a comprehensive range of non-hazardous solid waste services. We manage our resource renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment.

As of January 31, 2025,2026, we owned and/or operated 7186 solid waste collection operations, 7172 transfer stations, 2832 recycling and processing facilities, eight Subtitle D landfills, threetwo landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition materials.

In the fiscal year ended December 31, 20242025 (“fiscal year 20242025”), we acquired eightnine businesses: fourfive oftuck-in whichcollection areoperations in our Mid-Atlantic region, includingtwo the purchase of all the equity interests of Whitetail Disposal, Inc. and the assets of LMR Disposal, LLC, which together includetuck-in collection operations in eastern Pennsylvania and western New Jersey; two of which are in our Western region, includinga therecycling purchase of all equity interests of Royal Carting and Welsh Sanitation and related real estate assets, which consist of collection and transfer operations in the middle and lower Hudson Valley regions of New York as well as western Connecticut; and two of which are tuck-in operationsbusiness in our Resource Solutions operating segment, and a tuck-in collection operation and recycling business whose assets and liabilities are allocated between our Eastern region.region Ourand totalResource Solutions operating segments. Total consideration for acquisitions completed in fiscal year 20242025 was $467.9$229.8 million, including $469.2$223.4 million in cash, $1.7$7.4 million in holdbacksholdbacks, contingent consideration and additionalother considerationamounts owed, partially offset by $(3.01.0) million of open working capital settlements due from sellers.

In fiscal year 2023,2024, we acquired seveneight businesses: four of which are in our Mid-Atlantic region, including the purchase of all the equity interests of fourWhitetail wholly-ownedDisposal, subsidiaries of GFL Environmental Inc., which include solid waste collection, transferInc. and recycling operations in Pennsylvania, Maryland and Delaware (the “GFL Acquisition”); the assets of ConsolidatedLMR WasteDisposal, Services,LLC, LLCwhich together include collection operations in eastern Pennsylvania and itswestern affiliatesNew (dbaJersey; Twin Bridges), consistingtwo of awhich collection,are in our Western region, including the purchase of all equity interests of Royal Carting and Welsh Sanitation and related real estate assets, which consist of collection and transfer and recycling businessoperations in the greatermiddle Albany,and lower Hudson Valley regions of New York areaas (thewell “Twinas Bridgeswestern Acquisition”)Connecticut; and fivetwo additionalof solidwhich wasteare collectiontuck-in businessesoperations thatin provideour collection,Eastern transferregion. and recycling services. Our totalTotal consideration for acquisitions completed in fiscal year 20232024 was $846.6$467.9 million, including $846.7$469.2 million in cash, $2.7$1.7 million in holdbacksholdbacks, contingent consideration and additionalother considerationamounts owed to sellers,owed, partially offset by $(2.83.0) million of open working capital settlements due from sellers, that has subsequently been received.sellers.

We manage our solid waste operations, which include a full range of solid waste services, on a geographic basis through three regional operating segments, which we designate as the Eastern, Western and Mid-Atlantic regions. Revenues associated with our solid waste operations are derived mainly from fees charged to customers for solid waste collection and disposal services, including landfill, transfer station and transportation,transportation while also providingservices, landfill gas-to-energy services and processing services in the eastern United States. We derive a substantial portion of our collection revenues from commercial, industrial and municipal services that are generally performed under service agreements or pursuant to contracts with municipalities. The majority of our residential collection services are performed on a subscription basis with individual property owners or occupants. Landfill and transfer customers are charged a tipping fee on a per ton basis for disposing of their solid waste at our disposal facilities and transfer stations. We also generate and sell electricity, electricity capacity and renewable energy credits, along with the rights to, generation and sale of renewable natural gas and related tax credits at certain of our landfill facilities. We manage our resource renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Revenues associated with our Resource Solutions operations includes processing services and services provided by our National Accounts business. Revenues from processing services are derived from customers in the form of processing fees, tipping fees, commodity sales, primarily comprised of newspaper, corrugated containers, plastics, ferrous and aluminum, and organic materials such as our earthlife® soils products including fertilizers, composts and mulches.materials. Revenues from our National Accounts business are derived from brokerage services and overall resource management services providing a wide range of environmental services and resource management solutions to large and complex organizations, as well as traditional collection, disposal and recycling services provided to large account multi-site customers.

•Price increased solid waste revenuesrevenues, dueincluding tohigher (i)collection $46.1pricing of $47.9 million, or 6.5%5.0% as a percentage of collection revenues, fromand favorablehigher collectiondisposal pricing andof (ii) $9.5$12.2 million, or 3.9%4.9% as a percentage of disposal revenues, from favorable disposal pricingprimarily associated with our landfillstransfer stations and transferto stationsa lesser extent landfills;

•Acquisitions increased solid waste revenues due to the partial year impact of the acquisition of eightnine businessbusinesses in fiscal year 2024,2025, as well as the rollover impact of seveneight acquisitions completed in fiscal year 2023.2024.

A summary of our cost of operations, general and administration and depreciation and amortization expenses is as follows (dollars in millions and as a percentage of total revenues) is as follows:

A summary of the major components of our cost of operations is as follows (dollars in millions and as a percentage of total revenues) is as follows:

•Direct costs increased in aggregate dollars primarily due to (i) acquisitions and (ii) higher third-party disposal rates reflecting cost inflation; partially offset by the impact on hauling and transportation costs related to municipal biosolid volumes in our National Accounts business.rates.

•Direct labor costs increased primarily due to (i) acquisitions and (ii) higher wageswage and benefit costs reflecting cost inflation; partially offset by improved routing efficiencies.rates.

•Fuel costs increased in aggregate dollars due to acquisitions, partially offset primarily by slightly lower average diesel fuel prices. See Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” of this Annual Report on Form 10-K for additional information regarding our fuel costs.

•Maintenance and repair costs increased due to (i) acquisitions, (ii) higher personnel and parts costs reflecting cost inflation,costs, and (iii) higher vehicle maintenanceincreased costs drivenof repairs performed by delaysthird in the delivery of fleet replacements.parties.

A summary of the major components of our general and administration expense is as follows (dollars in millions and as a percentage of total revenues) is as follows:

General and administration expense increased in aggregate dollars in fiscal year 20242025 primarily due to (i) acquisition activity, including increased labor costs, professional fees and other costs to support our growth and acquisition strategy, (ii) increasedescalation costsof relatedsalary, to salaries, wages, benefitswage, and incentivebenefit compensation,costs, (iii) legal expenses primarily associated with employee separation, (iv) higher accruals related to insuranceincentive claims,compensation, and (viiv) generalhigher costcosts inflation.associated with information technology; partially offset by a decreased provision for expected credit losses in our Mid-Atlantic region related to improved expected collection of our accounts receivable and lower legal expense associated with employee separation.

Depreciation and amortization expense increased in fiscal year 20242025 primarily due to (i) acquisitions, including the impact of accelerated amortization schedules of certainacquired intangibles, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to higher landfill volumes in our Western and Mid-Atlantic regions, and changes in cost and other assumptions from the prior year period, more than offsetting lower landfill volumes.assumptions.

In fiscal years 20242025 and 2023,2024, we recognized expenses of $24.9$24.2 million and $15.0$24.9 million, respectively, comprised primarily of legal, consulting, rebrandingrebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses. Fiscal year 2024 included a charge for an increase in the reserve against accounts receivable of the businesses acquired in our acquisition of the equity interests of four wholly-owned subsidiaries of GFL Environmental Inc. ( “GFL Acquisition”) as a result of our inability to pursue collections during the transition services period with the seller, resulting in accounts receivable aged beyond what is typical in our business. See Note 5, Business Combinations, to our consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure regarding acquisition activity.

In fiscal year 2023, we recorded a charge of $3.9 million consisting of (i) the write-off of historical payments associated with capping work that was deemed no longer viable due to a veneer failure and (ii) the related operating expenses incurred to clean up the affected capping material at a Subtitle D landfill we operate located in Seneca, New York. In fiscal year 2024, we recorded a recovery of $(1.7) million associated with a veneer failure that occurred in fiscal year 2023 at a Subtitle D landfill we operate located in Seneca, New York, consisting of both (i) a partial reversal of historical payments written off after an engineering evaluation determined that a portion of the area affected by the veneer failure was deemed to still be viable as well as (ii) a recovery of operating expenses incurred during the clean-up of the affected capping material as part of a settlement with a third party. See Note 10, Final Capping, Closure and Post-Closure Costs, to our consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure over our remaining estimated costs associated with obligations for final capping, closure and post-closure of our landfills.

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJATCJ Act”) was enacted. The TCJATCJ Act significantly changed U.S. corporate income tax laws by, among other things, changing carryforward rules for net operating losses. UnderDepending theon Internalbonus Revenuedepreciation Code,and asother amendedelections bymade theon TCJA,our 2025 federal tax return when filed, we project federal net operating loss carryforwardslosses generated of $123 million after 2017 and $1 million before the2017, 2018totaling tax$124 year continuemillion, to be carried forward for 20 years and are able to fully2026. offsetThese taxablewill income (“pre-2018 net operating losses”). Federal net operating losses generated following the 2017 tax year arebe carried forward indefinitely,indefinitely but generally the amount generated after 2017 may only offset up to 80% of taxable income earned in a tax year (“post-2017 net operating losses”).year.

Operating income increased in fiscal year 20242025 by $6.7$9.9 million as compared to the prior year. The year-over-year increase was driven by (i) revenuesrevenue growth, described above, (ii) higher intercompany related operating income, (iii) lower costs due to improved routing efficiencies, and (d) a charge for the FLSA-related legal settlement in fiscal year 2023;2024 partiallyincluding offset by (a) the charge related to the Southbridge Landfill, (biii) lower leachate disposal costs, and (iv) lower accruals related to incentive compensation; partially offset by (a) higher costs associated with operating and supporting acquired businesses, (c)including increasedthe depreciationimpact expenseof dueamortization toof acquisitionsacquired and investment in property and equipment,intangibles, (d) general cost inflation, including for disposal, labor, and maintenance costs, (e) higher leachate disposal costs, (fb) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, and (gc) higher accrualsexpense related to insurance claims.claims, See(d) furtherlegal discussionpenalties aboutassociated thewith chargeleachate management at a landfill we own, (e) higher expense from acquisition activities, (f) increased depreciation expense due to acquisitions and investment in property and equipment, (g) lower contributions related to theintercompany Southbridgesubcontracting Landfillwith our National Accounts business, and the(h) legalgeneral settlementcost chargeinflation, aboveincluding infor “Operatingdisposal, Expenses”.labor, and maintenance costs.

Revenues increased in fiscal year 20242025 as compared to the prior year, primarily driven by (i) the contribution from acquisitions, (ii) favorablehigher collection pricing of $22.5$23.9 million, or 6.3%5.7% as a percentage of collection revenues, (iii) favorablehigher disposal pricing of $6.1$7.8 million, or 4.2%5.9% as a percentage of disposal revenues, and (iv) higher commodity price and volume revenues associated with favorable commodity and energy pricing, higher energy volumes, and to a lesser extent higher commodity processing volumes; partially offset by (a) lower disposal volume of $(15.6)$0.2 million, or (10.7)%0.1% as a percentage of disposal revenues, mainlyrelated drivento higher transfer station volumes, counteracted by lower landfill C&D and specialtransportation wastevolumes; volumes,partially (b) lower surcharge and other fees revenues due to lower E&E Fee revenues associated with our fuel cost recovery program related to lower diesel fuel prices and lower SRA Fee revenues due to higher recycled commodity prices as compared to the prior year period, partly counteractedoffset by higher revenues from fees related to legacy fuel and environmental cost recovery programs associated with acquired businesses, and (c) lower collection volume of $(3.23.9) million, or (0.9)% as a percentage of collection operations, due to customer churn.operations.

Operating income increased in fiscal year 20242025 by $11.7$9.5 million as compared to the prior year. The year-over-year increase was due to (i) revenuesrevenue growth, described above, (ii) higher intercompanycontributions related operatingto income,intercompany subcontracting with our National Accounts business, (iii) thelower recoveryleachate indisposal fiscalcosts, year(iv) 2024lower expense from acquisition activities, and the(v) chargelower inshort-term fiscalequipment yearrental 2023costs related to the landfilltiming capping veneer failure, (iv) lower costs due to improved routing efficiencies and (v) a charge forof the FLSA-relateddelivery legalof settlementfleet in fiscal year 2023vehicles; partially offset by (a) higher directs costs associated with increased transfer station volumes, (b) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certainacquired intangibles, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) general cost inflation, including for disposal, labor, and maintenance costs, (d) delays in the delivery of fleet vehicles resulting in higher short term rental and vehicle maintenance costs, (e) higher leachate disposal costs, (f) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, as well as higher landfill volumes, (gd) accrualshigher landfill operating lease amortization as well as host community fees and royalties primarily related to higher landfill tonnages at a landfill we lease, (e) higher expense related to insurance claims, (f) increased depreciation expense due to acquisitions and investment in property and equipment, (g) general cost inflation, including for disposal, labor, and maintenance costs, and (h) athe gain on resolution of acquisition-related contingent considerationrecovery in fiscal year 20232024 associatedrelated with the reversal of a contingency for a transfer station permit expansion that was deemed no longer viable. See further discussion about the legal settlement andto the landfill capping charge - veneer failure above in “Operating Expenses”.failure.

As of AprilJuly 15, 2026, we owned and/or operated 8889 solid waste collection operations, 7475 transfer stations, 3435 recycling facilities, eight Subtitle D landfills, two landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition (“C&D”) materials. We also housed two landfill gas-to-energy facilities and fourfive renewable natural gas (“RNG”), facilities, which are owned and operated by third parties, at landfills we owned and/or operated.

We manage our solid waste operations, which include a full range of solid waste services, on a geographic basis through three regional operating segments, which we designate as the Eastern, Western and Mid-Atlantic regions. Revenues associated with our solid waste operations are derived mainly from fees charged to customers for services related to (i) collection (ii) disposal, which includes landfill and transfer station services, (iii) transportation, (iv) landfill gas-to-energy and (v) processing in the eastern United States. We derive a substantial portion of our collection revenues from commercial, industrial and municipal services that are generally performed under service agreements or pursuant to contracts with municipalities. The majority of our residential collection services are performed on a subscription basis with individual property owners or occupants. Landfill and transfer customers are charged a tipping fee on a per ton basis for disposing of their solid waste at our disposal facilities and transfer stations. We also generate and sell electricity, electricity capacity and renewable energy credits, along with the rights to generation and sale of RNG and related tax credits at certain of our landfill facilities.

(1)In the threesix months ended MarchJune 31,30, 2026, we revised the presentation of our service lines to remove the transportation service line from the disposal caption and present it separately. Disposal now consists of the landfill and transfer station service lines. PriorAmounts perioddisclosed informationfor hasthe three and six months ended June 30, 2025 have been updated to conform to the current period presentation.

(2)In the threesix months ended MarchJune 31,30, 2026, we realigned a business unit related to organic materials brokerage operations within our Resource Solutions operating segment from the National Accounts service line to the processing service line. CertainAmounts priordisclosed periodfor amountsthe three and six months ended June 30, 2025 have been reclassified between such service linesupdated to conform to the current period presentation.

A summary of the period-to-period changechanges in solid waste revenues (dollars in millions and as percentage growth of solid waste revenues) follows:

The most significant items impacting the changechanges in our solid waste revenues during the three and six months ended MarchJune 31,30, 2026 as compared to the prior year period,periods are summarized below:

•Price increased solid waste revenues,revenues both quarterly and year-to-date, including higher collection pricing of $14.7$17.4 million,million quarterly, or 5.3%5.8% as a percentage of collection revenues, and $32.0 million year-to-date, or 5.6% as a percentage of collection revenues, and higher disposal pricing of $2.3$3.1 million,million quarterly, or 4.7% as a percentage of disposal revenues, and $5.4 million year-to-date, or 4.7% as a percentage of disposal revenues.

•Surcharges and other fees increased solid waste revenues,revenues both quarterly and year-to-date due to higher energy and environmental fee (“E&E Fee(s)”) revenues associated with our fuel cost recovery program related to higher diesel fuel prices andprices, higher sustainability recycling adjustment fee (“SRA Fee(s)”) revenues fromdue to lower recycled commodity prices as compared to the prior year period,periods combined withand higher participation levels in our fee programs.

•Acquisitions increased solid waste revenues both quarterly and year-to-date due to the partial year impact of theour acquisition completedof four businesses in the threesix months ended MarchJune 31,30, 2026, as well asand the rollover impact of acquisitions completed in fiscal year 2025, due to the timing of when the acquisitions were completed.

See “Segment Reporting” below for discussion over the period-to-period changechanges in Resource Solutions revenues.

The most significant items impacting the changechanges in our cost of operations during the three and six months ended MarchJune 31,30, 2026, as compared to the prior year period,periods, are summarized below:

•Direct costs increased in aggregate dollars primarily due to acquisitions and higher third-party disposal rates.

•Direct operational costs were mostly flatincreased in aggregate dollars and decreased as a percentage of revenues primarily due to (i) acquisitions, (ii) higher expenses related to insurance claims, (iii) higher landfill operating lease amortization related to higher landfill tonnages at a landfill in our Western region, (iv) higher accretion expense associated with changes in the timing and cost estimates of our capping, closure and post-closure obligations, (v) higher leachate disposal costs, primarily in our Western region and (vi) general cost inflation; partially offset in aggregate dollars due to (a) lower short term rental expenses, (iib) the ceasing of operations in the three months ended December 31, 2025 of an organic residuals composting facility in Maine resulting in lower direct operational costs and (iiic) the prior year periodperiods including legal penalties associated with leachate management at a landfill we own in our Eastern region; offset by (a) acquisitions, (b) higher expenses related to insurance claims, (c) higher landfill operating lease amortization related to higher landfill tonnages at a landfill we lease in our Western region, (d) higher accretion expense associated with changes in the timing and cost estimates of our capping, closure and post-closure obligations and (e) general cost inflation.region. See Note 8,9, Commitments and Contingencies and Note 11,12, Other Items and Charges to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the legal penalties and the organics facility ceasing operations, respectively.

•Maintenance and repair costs increased in aggregate dollars and decreased as a percentage of revenues due to acquisitions and general cost inflation driving higher personnelpersonnel, parts and third party repair related costs; partially offset in aggregate dollars by lower expenses for parts and short term rentals.rentals and outside labor costs.

•Other operational costs increased in aggregate dollars while being mostly flat as a percentage of revenues due to (i) acquisitions, (ii) higher spending associated with supporting business growth, including personnel and facility related costscosts, and (iii) general cost inflation; partially offset by lower parts and short term rental costs.

General and administration expense increased in aggregate dollars while decreasing as a percentage of revenues in the three and six months ended MarchJune 31,30, 2026 as compared to the prior year period,periods, primarily due to the impact from (i) acquisition activity, including increased labor costs and other costs to support our growth and acquisition strategy, (ii) escalation of salary, wage, and benefit costs andcosts, (iii) a higher provision for expected credit losses attributable to unfavorablerevenues growth combined with favorable shifts in the receivables aging buckets compared to those observed in the prior year period;periods, partially(iv) offsethigher byaccruals quarterly while being lower accrualsyear-to-date related to incentive compensation and (v) lower expenses related to third-party professional services, including legallegal, consulting and accounting services.

Depreciation and amortization expense increased in aggregate dollars in the three and six months ended MarchJune 31,30, 2026 as compared to the prior year period,periods, primarily due to (i) acquisitions, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to changes in cost and other assumptions, and higher landfill volumes in our Western region and Mid-Atlanticquarterly regions;in our Eastern region, partially offset by lower amortizationlandfill ofvolumes acquiredquarterly intangibles.in our Mid-Atlantic region.

In the three and six months ended MarchJune 31,30, 20262026, we recorded charges of $6.1 million and March$12.6 31,million, respectively, and in the three and six months ended June 30, 2025, we recorded charges of $6.5 million and $5.5$12.0 million, respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses.

In the three months ended December 31, 2025, we recorded a charge related to us ceasing operations of an organic residuals composting facility that we own in Maine related to a change in state law prohibiting land application of biosolids based recycled products. In the three and six months ended MarchJune 31,30, 2026, we recorded $0.9$1.1 million and $2.0 million, respectively, of other costs as incurred associated with winding down the facility, and expect to incur additional costs related to ceasing operations at the facility.

Our interest expense, net increased $2.4$4.4 million and $6.8 million in the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the prior year period,periods, primarily due tofrom lower interest income related to lower average cash balances and,and increased interest expense due to aborrowings lessermade extent,under lowerour averagerevolving interestcredit rates.facility (“Revolving Credit Facility”) in the six months ended June 30, 2026.

(Benefit) Provision for Income Taxes

Our (benefit) provision for income taxes increased $(2.1) million in both the three and six months ended June 30, 2026, compared to the prior year periods, resulting in a benefit for income taxes in both the three and six months ended June 30, 2026. The benefit for income taxes was $(3.33.7) million infor the threesix months ended MarchJune 31,30, 2026, which was the same amount in the prior year period. The March 31, 2026 benefit included $(0.1) million of current income tax benefit and $(3.2) million of deferred income tax benefit.2026. For the threesix months endedending MarchJune 31,30, 2025, the benefit of $(3.3) million included zero dollars of currentfrom income taxes andwas $(3.31.6) million of deferred income tax benefit.. The 37.2%67.6% effective rate for the threesix months ended MarchJune 31,30, 20262026, was computed based on the statutory rate of 21% adjusted primarily for state taxes, non-deductible officer compensation, and an increase in the effective state rate due to tax attributes in certain states requiring a valuation allowance; partially offset by tax deductible equity compensation in excess of book expense. The MarchJune 31,30, 20262026, effective rate was lower than the 40.9%131.9% effective rate for the threesix months ended MarchJune 31,30, 2025, primarily due to differences in the valuation allowance of attributes, state income taxes and other discrete items.

A summary of the period-to-period changechanges in solid waste revenues (dollars in millions and as percentage growth of Eastern region solid waste revenues) follows:

Solid waste revenues increased in the three and six months ended MarchJune 31,30, 2026 as compared to the prior year period,periods, primarily drivendue byto (i) the contribution from acquisitions, (ii) higher collection pricing of $4.8$5.1 million,million quarterly, or 5.9%5.8% as a percentage of collection revenues, and $9.9 million year-to-date, or 5.8% as a percentage of collection revenues, (iiiii) higher disposal pricing of $1.3 million quarterly, or 4.7% as a percentage of disposal revenues, and $2.1 million year-to-date, or 4.4% as a percentage of disposal revenues, (iv) higher surcharges and other fees due to higher E&E Fee revenues associated with our fuel cost recovery program related to higher diesel fuel prices andprices, higher SRA Fee revenues fromdue to lower recycled commodity prices as compared to the prior year period,periods combined withand higher participation levels in our fee programs, (iii) the contribution from acquisitionsprograms and (ivv) higher disposal pricing of $0.8 million, or 4.1% as a percentage of disposal revenues; partially offset by (a) lower disposal volumes of $(1.1)$1.3 million,million quarterly, or (5.6)%4.8% as a percentage of disposal revenues, asand well$0.2 million year-to-date, or 0.3% as (b)a percentage of disposal revenues, primarily related to higher landfill volumes, partially offset by lower transfer station volumes year-to-date; partially offset by lower collection volumes of $(0.71.2) million,million quarterly, or (0.91.3)% as a percentage of collection revenues, and $(1.9) million year-to-date, or (1.1)%, as a percentage of collection revenues.

Operating income increased in the three and six months ended MarchJune 31,30, 2026 by $1.3$0.1 million and $1.4 million, respectively, as compared to the prior year period.periods. The period-over-period increaseincreases waswere driven by (i) revenue growth, described above, (ii) the prior year periodperiods including legal penalties associated with leachate management at a landfill we own, (iii) lower expenseshort fromterm acquisitionrental activitiesexpenses year-to-date and (iv) lowerhigher shortcontributions termrelated rentalto expensesintercompany activity, inclusive of subcontracting with our National Accounts business; partially offset by (a) higher expense from acquisition activities, (b) higher costs associated with operating and supporting acquired businesses, including personnel and facility related expenses as well as higher amortization of acquired intangibles, (bc) increased depreciation expense due to acquisitions and investment in property and equipment, (cd) lowera contributionshigher provision for expected credit losses attributable to revenues growth combined with favorable shifts in the receivables aging buckets observed in the prior year periods, (e) higher expenses related to intercompanyinsurance subcontracting with our National Accounts businessclaims and (df) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.

A summary of the period-to-period changechanges in solid waste revenues (dollars in millions and as percentage growth of Western region solid waste revenues) follows:

Solid waste revenues increased in the three and six months ended MarchJune 31,30, 2026 as compared to the prior year period,periods, dueprimarily todriven the impact fromby (i) higher collection pricing of $7.1$8.4 million,million quarterly, or 6.0%,6.6% as a percentage of collection revenues, and $15.6 million year-to-date, or 6.3% as a percentage of collection revenues, (ii) the contribution from acquisitions, (iii) higher surcharges and other fees due to higher E&E Fee revenues associated with our fuel cost recovery program related to higher diesel fuel prices and higher SRA Fee revenues fromdue to lower recycled commodity prices as compared to the prior year period,periods, combined with higher participation levels in our fee programs, (iii) the contribution from acquisitions, (iv) higher disposal pricing of $1.3$1.7 million,million quarterly, or 5.0%4.7% as a percentage of disposal revenues, (iv)and slightly$3.0 highermillion third-party landfill volume more than offset by lower transfer station volume resulting in lower overall disposal volumes of $(0.8) million,year-to-date, or (3.1)%4.8% as a percentage of disposal revenues, and (v) higher disposal volume of $1.0 million quarterly, or 2.8% as a percentage of disposal revenues, and $0.2 million year-to-date, or 0.3% as a percentage of disposal revenues, primarily related to higher landfill volumes, partially offset by lower transfer station volumes; partially offset by (a) lower collection volume of $(2.02.6) million,million quarterly, or (1.72.1)% as a percentage of collection revenuesrevenues, and $(vi4.6) lowermillion other solid waste volume of $(0.7) million,year-to-date, or (10.01.9)% as a percentage of relatedcollection revenues, and (b) lower other volumes of $(0.4) million quarterly, or (7.2)% as a percentage of other revenues, and $(1.1) million year-to-date, or (8.7)% as a percentage of other revenues, primarily related to transportation volume.volumes.

Operating income increased in the three and six months ended MarchJune 31,30, 2026 by $4.4$7.4 million and $11.8 million, respectively, as compared to the prior year period.periods. The period-over-period increaseincreases waswere due to (i) revenue growth, described above, (ii) higher contributions related to intercompany activity, inclusive of subcontracting with our National Accounts business, (iii) lower amortization of acquired intangibles, (iv) lower expense from acquisition activities, (v) lower expenses for parts and short term rentalsrentals, (vi) lower outside labor costs and (ivvii) lower accrued incentive compensation; partially offset by (a) increased depreciation expense due to acquisitions and investment in property and equipment, (b) higher costs associated with operating and supporting acquired businesses, including personnel and facility related expenses, (c) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure,accrued post-closure,final capping, closure and cappingpost-closure obligations,obligations and higher landfill volumes, (d) higher expenses related to insurance claims, (e) a higher provision for expected credit losses attributable to unfavorablerevenues shiftsgrowth, in(f) thehigher receivablesleachate agingdisposal buckets compared to those observed in the prior year periodcosts and (fg) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.costs, including repairs performed by third parties.

A summary of the period-to-period changechanges in solid waste revenues (dollars in millions and as percentage growth of Mid-Atlantic region solid waste revenues) follows:

Solid waste revenues increased in the three and six months ended MarchJune 31,30, 2026 as compared to the prior year period,periods, primarily driven by (i) the contribution from acquisitionsacquisitions, and(ii) higher collection pricing of $2.7$3.8 million,million quarterly, or 3.6%4.7% as a percentage of collection revenues, and $6.6 million year-to-date, or 4.2% as a percentage of collection revenues, (iii) higher disposal volumes of $0.1 million quarterly, or 5.4% as a percentage of disposal revenues, and $0.2 million year-to-date, or 8.5% as a percentage of disposal revenues, and (iv) higher disposal pricing of $0.1 million quarterly or 5.0% as a percentage of disposal revenues, and $0.2 million year-to-date, or 6.9% as a percentage of disposal revenues; partially offset by (a) lower collection volumes of $(3.10.4) million,million quarterly, or (4.10.5)% as a percentage of collection revenuesrevenues, and $(3.5) million year-to-date, or (2.2)% as a percentage of collection revenues, and (b) the internal transfer of customers and associated revenues previously managed under the Mid-Atlantic operating segment to the Resource Solutions operating segment.

Operating loss decreased in the three and six months ended MarchJune 31,30, 2026 by $0.4$3.7 million and $4.0 million, respectively, as compared to the prior year period.periods. The period-over-period changedecreases waswere due to (i) revenue growth, described above, (ii) higher contributions related to intercompany activity, inclusive of subcontracting with our National Accounts business, (iii) lower expenses for parts and short term rentals, (iv) lower expense from acquisition activities, (v) lower expenses year-to-date related to repairs performed by third partiesparties, (vi) lower accrued incentive compensation, (vii) lower outside labor costs and (viviii) lower amortization of acquired intangibles; partially offset by (a) higher costs associated with operating and supporting acquired businesses, including personnel and facility related expenses, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) a higher provision for expected credit losses attributable to unfavorablerevenues growth combined with favorable shifts in the receivables aging buckets compared to those observed in the prior year period,periods, (d) higher expenses related to insurance claims and (e) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.

A summary of the period-to-period changechanges in Resource Solutions revenues (dollars in millions and as percentage growth of Resource Solutions revenues) follows:

Resource Solutions revenues increased in the three and six months ended MarchJune 31,30, 2026 as compared to the prior year period,periods, primarilyrelated driven byto (i) higher National Accounts business volumes related to new business growth of $4.2$2.7 million,million quarterly, or 11.2%6.4% as a percentage of National Accounts revenues, and $6.9 million year-to-date, or 8.7% as a percentage of National Accounts revenues, (ii) the contribution from acquisitions, (iii) higher other processing volumes of $2.1 million quarterly, or 10.5% as a percentage of related revenues, and $3.7 million year-to-date, or 9.9% as a percentage of related revenues, (iv) higher tipping fees of $1.8$1.9 million,million quarterly, or 6.8%6.2% as a percentage of related revenues, and $3.7 million year-to-date, or 6.5% as a percentage of related revenues, primarily related to contract structures that help to offset recycled commodity price movements, (iii) higher other processing volumes of $1.7 million, or 9.3% as a percentage of related revenues, (ivv) National Accounts business pricing growth of $1.7$1.8 million,million quarterly, or 4.3% as a percentage of National Accounts revenues, and $3.5 million year-to-date, or 4.4% as a percentage of National Accounts revenues, (vvi) the internal transfer of customers and associated revenues previously managed under theour Mid-Atlanticsolid waste operating segmentsegments to the Resource Solutions operating segment, (vivii) higher recyclingother volumesprocessing price of $1.0$0.9 million,million quarterly, or 3.8%4.7% as a percentage of related revenues, and $2.0 million year-to-date, or 5.2% as a percentage of related revenues and (viiviii) higher surcharges and other processingfees pricerevenues ofin $1.0our million,National orAccounts 5.7%business asdue ato percentagehigher ofE&E Fee revenues associated with our fuel cost recovery program related revenuesto higher diesel fuel prices and higher participation levels in the program; partially offset by (a) lower recycled commodity price of $(5.50.6) million,million quarterly, or (20.71.9)% as a percentage of related revenuesrevenues, and $(6.1) million year-to-date, or (10.7)% as a percentage of related revenues, (b) lower other processing revenues associated with the ceasing of operations in the three months ended December 31, 2025 of an organic residuals composting facility in Maine.Maine and (c) lower recycling volumes of $(4.3) million quarterly, or (14.2)% as a percentage of related revenues, and $(3.3) million year-to-date, or (5.7)% as a percentage of related revenues.

Operating income decreased in the three and six months ended MarchJune 31,30, 2026 by $(0.93.4) million and $(4.3) million, respectively, as compared to the prior year period.periods. The period-over-period decreasedecreases waswere due to (i) higher costs associated with operating and supporting acquired businesses, including personnel and facility related expenses, (ii) higher directs costs associated with increased volumes in both our National Accounts andbusiness processing service lines,volumes, (iii) higher intercompany expenses related to theintercompany activity, inclusive of subcontracting of our National Accounts business, (iv) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period, (v) the organics facility closure charge in the three months ended March 31, 2026 associated with the winding down of operations at an organic residuals composting facility in Maine and (viv) general cost inflation, including for disposal, laborlabor, fuel and maintenance costs; partially offset by (a) revenue growth, described above, (b) lower expense from acquisition activities year-to-date, which were higher quarterly and (c) a reduction of operational costs related to the organic residuals composting facility in Maine associated with the ceasing of operations at the facility.

Operating loss increased in the three and six months ended MarchJune 31,30, 2026 by $(3.47.1) million and $(10.5) million, respectively, as compared to the prior year period.periods. The period-over-period increaseincreases waswere dueimpacted toby (i) higher expense from acquisition activities (ii) higher costs associated with supporting acquired businesses, (iii) general cost inflation for salaries, wages, benefits and other overhead costs including those associated with marketing, sales and community relations efforts andefforts, (iv) higher depreciation expense associated with back office financial system infrastructure; partially offset byinfrastructure, (av) lowerhigher accruedaccruals quarterly related to incentive compensation, which were lower year-to-date, (bvi) lower expenses related to third-party professional services including legallegal, accounting and accountingconsulting services and (cvii) lower expense from insurance claims.plan costs.

We continually monitor our actual and forecasted cash flows, our liquidity, and our capital requirements in order to properly manage our liquidity needs as we move forward based on the capital intensive nature of our business and our growth acquisition strategy. As of MarchJune 31,30, 2026, we had $673.4$484.8 million of available and undrawn capacity under our $700.0 million Revolving Credit Facility and $126.9$25.5 million of cash and cash equivalents to help meet our short-term and long-term liquidity needs. We expect existing cash and cash equivalents combined with available cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.

Current assets, excluding cash and cash equivalents, decreasedincreased $(12.7)$43.6 million, and current liabilities, excluding current maturities of debt, decreasedincreased $(32.8)$23.2 million in the threesix months ended MarchJune 31,30, 2026, resulting in a $20.1$20.4 million increase in working capital, net (defined as current assets, excluding cash and cash equivalents minus current liabilities, excluding current maturities of debt), from $(22.7) million as of December 31, 2025 to $(2.62.3) million as of MarchJune 31,30, 2026.

Net cash provided by operating activities increased $12.2$21.4 million in the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025. This was the result of business growth, including from acquisition activity, and a decrease in the unfavorable cash flow impact associated with the changes in our assets and liabilities, net of effects of acquisitions and divestitures. For discussion of our operational performance in the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025, see “Results of Operations” above.

Acquisitions, net of cash acquired. In the threesix months ended MarchJune 31,30, 2026, we acquired onefour business,businesses, which included $(93.1399.3) million of cash consideration, and made $(1.5) million in payments on businesses previously acquired, as compared to the threesix months ended MarchJune 31,30, 2025 during which we acquired threesix businesses, which included $(103.5174.9) million of cash consideration and made $(0.1) million in cash payments on businesses previously acquired.

Capital expenditures. Capital expenditures were $5.5$(0.4) million lowerhigher in the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025, primarily due to lowerhigher spend related to acquisitionlandfill activity;development, partially offset by increased investment in our fleet, as well asincluding the timing of rail capital expenditures related to our Subtitle D landfill located in Mount Jewitt, Pennsylvania.Pennsylvania, investment in our fleet and other growth activities, partially offset by lower spend related to acquisition activity and facilities.

Debt activity. Net cash usedactivity in financingthe activitiessix associatedmonths withended June 30, 2026 includes the remarketing of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2, whereas debt activity increased $(3.3) million in the threesix months ended MarchJune 31,30, 20262025 as compared to the three months ended March 31, 2025, primarily due to finance lease activity. In the three months ended March 31, 2025, we also completedincludes the drawdown of $25.0 million aggregate principal amount of Vermont Economic Development Authority Solid Waste Disposal Revenue Bonds Series 2022A-2 (“Vermont Bonds 2022A-2”) and repaidthe repayment in full of $25.0 million aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3, which matured in January 2025.

As of MarchJune 31,30, 2026, we are party to the second amended and restated credit agreement (“Credit Agreement,Agreement”), which provides for a $800.0 million aggregate principal amount term loan A facility and a $700.0 million Revolving Credit Facility, with a $155.0 million sublimit for letters of credit (collectively, the “Credit Facility”). We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount of $200.0 million, subject to further increase based on the terms and conditions set forth in the Credit Agreement. The Credit Facility has a 5-year term that matures in September 2029. The Credit Facility shall bear interest, at our election, at term secured overnight financing rate (“Term SOFR”) or at a base rate, in each case plus or minus any sustainable rate adjustment of up to positive or negative 4.0 basis points per annum, plus an applicable interest rate margin based upon our consolidated net leverage ratio as follows:

A commitment fee will be charged on undrawn amounts of our Revolving Credit Facility based upon our consolidated net leverage ratio in the range of 0.200% to 0.400% per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point per annum. The Credit Agreement provides that Term SOFR is subject to a zero percent floor. We are also required to pay a fronting fee for each letter of credit of 0.250% per annum. Interest under the Credit Agreement is subject to increase by 2.000% per annum during the continuance of a payment default and may be subject to increase by 2.000% per annum during the continuance of any other event of default. The Credit Facility is guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries and secured by substantially all of our assets. As of MarchJune 31,30, 2026, further advances were available under the Revolving Credit Facility in the amount of $673.4$484.8 million. The available amount is net of outstanding irrevocable letters of credit totaling $26.6$30.2 million,million. andNo amount has been drawn on the irrevocable letters of credit as of MarchJune 31,30, 2026, no amount had been drawn.2026.

The Credit Agreement requires us to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio, to be measured at the end of each fiscal quarter. As of MarchJune 31,30, 2026, we were in compliance with all financial covenants contained in the Credit Agreement as follows (in millions):

(1)The maximum consolidated net leverage ratio is calculated as consolidated funded debt, net of up to $100.0 million of unencumbered cash and cash equivalents (calculated at $1,064.6$1,338.1 million as of MarchJune 31,30, 2026, or $1,164.6$1,363.6 million of consolidated funded debt less $100.0$25.5 million total of unencumbered cash and cash equivalents), divided by consolidated EBITDA. Consolidated EBITDA is based on operating results for the twelve months preceding the measurement date of MarchJune 31,30, 2026. Consolidated funded debt, net and consolidated EBITDA as defined by the Credit Agreement (“Consolidated EBITDA”) are non-GAAP financial measures that should not be considered an alternative to any measure of financial performance calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”). A reconciliation of net cash provided by operating activities to Consolidated EBITDA is as follows (in millions):

In addition to these financial covenants, the Credit Agreement also contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. As of MarchJune 31,30, 2026, we were in compliance with the covenants contained in the Credit Agreement. We do not believe that these restrictions impact our ability to meet future liquidity needs.

As of MarchJune 31,30, 2026, we had outstanding $273.5 million aggregate principal amount of tax exempt bonds; $90.0$104.4 million aggregate principal amount of finance leases; and $1.1$0.7 million aggregate principal amount of notes payable.

Our consolidated financial statements have been prepared in accordance with GAAP and necessarily include certain estimates and judgments made by management. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our critical accounting estimates are more fully discussed in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K for fiscal year 2025.