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

This Annual Report on Form 10-K contains certain forward-looking information about us that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “guidance,” “expect,” “will,” “may,” “anticipate,” “plan,” “estimate,” “project,” “intend,” “should,” “can,” “likely,” “could,” “outlook” and similar expressions are intended to identify forward-looking statements. Among other sections of this Form 10-K, the Business, Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements. These statements include statements about our plans, strategies and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to riskrisks and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may not prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are:

•general economic and market conditions, including inflation and changes in fuel,fuel costs, interest rates, tariffs and international trade restrictions, labor, risk, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk;

•fluctuations in prices and demand for recycled commodities that we sell to customers;

•priceour increasesability to increase prices to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel and may cause us to lose volume;

•compliance with existing and future legal and regulatory requirements, including changes relating to per- and polyfluoroalkyl substances (commonly referred to as PFAS) and other chemicals of emerging concern and limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures;

•the negative effect on our revenues that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills;

•changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies;

•the negative impact that a significant cyber-security incident could have on our business and our relationships with our employees, customers and employeesvendors; and

The risks includedidentified herein the bullet points above are not exhaustive. Refer to the Risk Factors below in this Item 1A for further discussion regarding our exposure to risks. You should be aware that anyAny forward-looking statement in this Annual Report on Form 10-K and the documents incorporated herein by reference or elsewhere, speaks only as of the date on which we make it. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. You should not place undue reliance on any forward-looking statement. Except to the extent required by applicable law or regulation, we undertake no obligation to update or publish revised forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K and the documents incorporated by reference, as the case may be, or to reflect the occurrence of unanticipated events.

We principally compete with large national waste management companies, numerous municipalities and numerous regional and local companies. Competition for collection accounts is typically based on the quality of services, ease of doing business and/or price. Competition for disposal business is primarily based on geographic location, quality of operations and price. One of ourCertain competitors may have greater financial and operational resources than we do. Further, many counties and municipalities that operate their own collection and disposal facilities have the benefits of tax revenue and greater opportunities for tax-exempt financing. Our ability to obtain solid waste volume for our landfills also may be limited by the fact that some major collection operations also own or operate landfills to which they send their waste. In certain markets in which we do not own or operate a landfill, our collection operations may have difficulty competing effectively. We are also subject to risks associated with contracts awarded by municipalities and other entities through competitive bidding. For example, we may not be the successful bidder, we may need to lower our price in order to win or retain a contract, and our competitors may have lower financial expectations that permit them to reduce their prices in order to win a contract. If we were to lose market share or if we were to lower prices to address competitive issues, it could negatively impact our consolidated financial condition, results of operations and cash flows.

Part of our fleet of vehicles is powered by CNG and we also operate CNG fueling stations. We have invested highersignificant upfront capital costs in order to purchase and support our CNG vehicles and fueling stations in order to reduce our overall fleet operating costs through lower fuel expenses and to create a competitive advantage in communities that focus on protecting the environment. CNG is not yet widely adopted in North America. As the CNG industry develops, new regulations, the availability of alternative fuel technologies, fluctuations in the price or availability of CNG or reductions in tax incentives for the use of CNG vehicles could substantially affect our revenue and costs of operations and reduce the benefits sought by investing in CNG vehicles and fueling stations.

Fluctuations in prices and demand for recycled commodities that we sell to customers may adversely affect our consolidated financial condition, results of operations and cash flows.

We purchase or collect and process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third parties. Our results of operations may be affected by changing prices or market requirements for recyclable materials. The resale and purchase prices of, and market demand for, recyclable materials are volatile due to changes in economic conditions and numerous other factors beyond our control. For instance, inseveral 2017states have passed legislation commonly referred to as Extended Producer Responsibility. These laws are intended to shift the Chinese government imposed strict limits on the importcost of recyclablerecycling materials,from includingconsumers byto restrictingproducers thewhile amountalso ofmandating contaminantsincreased allowedsupply, inwhich importedcould recycledlead paper. These limitations significantly decreased the global demand for recyclable materials and resulted into lower commodity prices. Significant price fluctuations or increased operating costs may affect our consolidated financial condition, results of operations and cash flows. In 2024, approximately 82% of our recycling center volume was fiber-based and included OCC, ONP and other mixed paper.

The environmental services industry is a capital-intensive industry and our capital expenditures may exceed current expectations, which could require us to obtain additional funding for our operations or impair our ability to grow our business.

Our ability to remain competitive and to grow our business largely depends on our cash flow from operations and access to capital. If our capital efficiency programs cannot offset the effect of inflation and business growth, it may be necessary to increase the amount we spend. Additionally, ifas we make acquisitions orand further expand our operations, the amount we spend on capital, capping, closure, post-closure, environmental remediation and other items will increase. Our cash needs also will increase if the expenditures for capping, closure, post-closure and remediation activities increase above our current estimates, which may occur over a long period due to changes in federal, state, provincial, or local government requirements and other factors beyond our control. Increases in expenditures would negatively impact our cash flows.

We cannot assure you that we will be able to obtain or maintain the permits required for our operations because permits to operate new landfills, transfer stations and other facilities, or to expand the permitted capacity of existing landfills, increase acceptable volume at transfer stations or otherwise increase the capabilities of our facilities, have become more difficult and expensive to obtain and maintain. Permits often take years to obtain as a result of numerous hearings and compliance requirements with regard to zoning, environmental and other regulations. These permits are also often subject to resistance from citizen or other groups and other political pressures. Local communities and citizen groups, adjacent landowners, governmental agencies and others have in the past opposed and may in the future oppose the issuance of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage. Such actions could also create risks related to our reputation, which may limit our ability to do business. Responding to these challenges has, at times, increased our costs and extended the time associated with establishing new landfills, transfer stations and other facilities and expanding existing facilities. In addition, failure to receive regulatory and zoning approval may prohibit us from establishing new landfills, transfer stations and other facilities, or expanding existing facilities. Our failure to obtain the required permits to operate our landfills, transfer stations and other facilities could have a material adverse effect on our consolidated financial condition, results of operations and cash flows. In addition, we may have to transport and dispose collected waste at facilities operated by our competitors or haul the waste long distances at a higher cost to one of our other facilities, either of which could significantly increase our waste transportation and disposal costs.

Alternatives to landfill disposaldisposal, and increasing customer preferences for these alternatives, could reduce our disposal volumes and cause our revenues and operating results to decline.

Most of the states in which we operate landfills require counties and municipalities to formulate comprehensive plans to reduce the volume of solid waste deposited in landfills through waste planning, composting, recycling or other programs. Some state and local governments mandate waste reduction at the source and prohibit the disposal of certain types of wastes, such as yard waste, at landfills. Further, many of our customers voluntarily are diverting waste to alternatives to landfill disposal, such as recycling and composting, while also working to reduce the amount of waste they generate. Many of the largest companies in the United States are setting zero-waste goals in which they strive to send no waste to landfills and some jurisdictions have enacted or are considering waste reduction regulations such as extended producer responsibility, organic diversion and minimum recycled content regulations. Although such actions help to protect our environment and reduce the impact of waste on climate change, they have reduced, and will in the future reduce, the volume of waste going to landfills and may affect the prices that we can charge for landfill disposal. Accordingly, we may not be able to operate our landfills at their current volumes or charge current prices for landfill disposal services due to possible decreases in demand for such services. If we cannot expand our service offerings and grow lines of business to service waste streams that do not go to landfills and to provide services for customers that wish to reduce waste entirely, this could have a negative effect on our consolidated financial condition, results of operations and cash flows. Further, even if we can develop such service offerings and lines of business, disposal alternatives nonetheless could havenegatively a negative effect onaffect our consolidated financial condition, results of operations and cash flows.

The provision of environmental services, including the operation of our facilities, a substantial fleet of trucks and other waste-relatedenvironmental services-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, fire and explosion, any of which could result in environmental liability, personal injury, loss of life, business interruption or property damage or destruction. While we carry insurance to cover many contingencies, and seek to minimize our exposure to these risks through maintenance, training and compliance programs, any substantial losses could have a material adverse effect on our business, results of operations and financial condition.

We mayare beperiodically subject to work stoppages and other workforce effects, which could increaseincreases our operating costs and disruptdisrupts our operations.

As of December 31, 2024,2025, approximately 22% of our workforce was covered by collective bargaining agreements. If our union-represented employees engage in strikes, work stoppages or other slowdowns, we could experience a significant disruption of our operations and an increase in our operating costs, which could have an adverse effect on our consolidated financial condition, results of operations and cash flows. We have experienced interrupted service when our union-represented employees have engaged in strikes and work stoppages in the past, including in 2025, and we would expect the same to occur as a result of any future strikes or work stoppages. When our union-represented employees engage in strikes, work stoppages or other slowdowns, we typically experience disruptions of our operations and increases in our operating costs, which may be significant, and which may have an adverse effect on our consolidated financial condition, results of operations and cash flows. Additional groups of employees may seek union representation in the future which could result in further increased operating costs. If a greater percentage of our workforce becomes union-represented, our consolidated financial condition, results of operations and cash flows could be adversely impacted due to the potential for increased operating costs.

Climate change and other sustainability matters are embedded in our core value and vision. As part of our strategic long-term plans to address sustainability, among other sustainability goals, we are committed to reducing our absolute Scope 1 and Scope 2 greenhouse gas emissions 35% by 2030 relative to the 2017 baseline year. The execution of our plans and achievement of our goals are subject to risks and uncertainties, including our ability to develop, obtain, license or scale the innovations, technologies and modeling and measurement tools that may be necessary to achieve our plans and the availability, cost and benefits of materials and infrastructure associated with our sustainability projects, such as our CNG vehicles, fleet electrification, recycling, circularity of key materials, landfill gas-to-energygas-to-energy, solar and other renewable energy projects.

In addition, increasing governmental and societal attention to sustainability matters, including expanding mandatory and voluntary reporting,reporting in certain jurisdictions, diligence and disclosure on topics such as climate change, waste production, water usage, talent management and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report. These and other rapidly changing laws, regulations, policies and related interpretations, as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for us. If we are unable to continue to meet these challenges and comply with all laws, regulations, policies and related interpretations, and meet the sustainability values, standards and metrics that we set for ourselves, it could negatively impact our reputation and our business results.

Complying with laws and regulations governing the collection, treatment, storage, transfer and disposal of material, air quality and emissions of greenhouse gases, water quality and the remediation of contamination associated with the release of hazardous substances is costly. Laws and regulations often require us to, among other things, enhance or replace our equipment and to modify landfill operations or initiate final closure of a landfill. We may not be able to implement price increases sufficient to offset the costs of complying with these laws and regulations. In addition, environmental regulatory changes, including those relating to per- and polyfluoroalkyl substances (commonly referred to as PFAS) and other chemicals of emerging concern, could accelerate or increase expenditures for capping, closure, post-closure and environmental and remediation activities at our waste facilities and obligate us to spend sums in addition to those presently accrued for such purposes, which could have a negative effect on our consolidated financial position, results of operations and cash flows. For example, the EPA in 2024 listed two PFAS as hazardous substances under CERCLA, and has indicated it is considering listing additional PFAS as hazardous substances under CERCLA, which could trigger additional obligations or liabilities under CERCLA or other laws and regulations. Further, under certain municipal and other agreements, we are subject to landfill diversion requirements that if not met, subject us to liquidated damages and other costs and expenses, the result of which could adversely affect our business, reputation and operating margins.

Our Groupenvironmental 3solutions operations and facilities also are subject to Canadian environmental laws and regulations, including federal and provincial regulations governing the management of hazardous waste, as well as various treaties, laws and regulations governing the ownership, operation and maintenance of maritime vessels used in the business. Our Groupenvironmental 3solutions operations are also subject to federal statutes regulating the treatment, storage and disposal of certain radioactive materials.

In Canada, the federal Greenhouse Gas Pollution Pricing Act imposes a carbon pricing system for industry in provinces and territories that have not implemented carbon pricing systems of their own or, in the opinion of the federal government, have implemented carbon pricing systems that do not align with the federal benchmark requirements. This federal system imposesimposed a carbon levy to the sale of fuel (fuel charge) and sets out an output-based pricing system that applies to industrial emitters that meet certain criteria set out in the statute and its regulations, which creates a price incentive for industrial emitters to reduce greenhouse gas emissions by establishing a regulatory trading system for industry. TheIn carbonApril levy2025, onthe Canadian federal government effectively eliminated the fuel ischarge administered bybut the Canadaoutput-based Revenuepricing Agencysystem and is a carbon tax that applies to the sale of 22 different types of fuel as set out in the statute and its regulations. As of 2024, the Fuel Charge is $80 per ton of CO2e and will increase to $95 per ton on April 1, 2025 and to $170 per ton by 2030.remains. Additionally, the Canadian federal government proposedfinalized draftnew regulationsLandfill Methane Regulations in JuneDecember 20242025, which are intended to reduce waste sector methane emissions fromby solid42% wastebelow landfills,2019 thelevels consultationby period for which closed on August 28, 2024.2030. Both direct and indirect costs associated with compliance with this and other greenhouse gas legislation could have a material adverse effect on our consolidated financial condition, results of operations and cash flows, including material increases to our capital or operating costs related to matters such as infrastructure upgrades or increased fuel costs.

We are a potentially responsible party at many sites under CERCLA, which provides for the remediation of contaminated facilities and imposes strict, joint and several liability for the cost of remediation on current owners and operators of a facility at which there has been a release or a threatened release of a hazardous substance. CERCLA liability also extends to parties who were site owners and operators at the time hazardous substances were disposed and onto persons who arrange for the disposal of such substances at the facility (e.g., generators of the waste and transporters who selected the disposal site). Hundreds of substances are defined as hazardous under CERCLA and their presence, even in minute amounts, can result in substantial liability.

For example, we incur costs to defend against litigation brought by government agencies and private parties who allege we are in violation of our permits and applicable environmental laws and regulations, or who assert claims alleging nuisance, environmental damage, personal injury or property damage. As a result, we have in the past been required and may in the future be required to pay fines or judgments or implement corrective measures, or we may have our permits and licenses modified or revoked. A significant judgment against us or settlement, the loss of a significant permit or license, or the imposition of a significant fine could have a material adverse effect on our consolidated financial condition, results of operations and cash flows. We establish accruals for our estimates of the costs associated with lawsuits, regulatory, governmental and other legal proceedings. We could underestimate such accruals. Such shortfalls could result in significant unanticipated charges to income.

Our ability to execute our financial strategy depends in part on our ability to maintain investment grade ratings on our debt. TheOur credit ratingratings processdepend is contingent uponon a number of factors, many of which are beyond our control.control, Weand we may not be able to maintain our investment grade ratings in the future.ratings. If we wereare unable to do so, our interest expense would increase and our ability to obtain financing on favorable terms may be adversely affected.

Our strategy includes an increasing dependence on technologytechnology, including the use of artificial intelligence (AI), in our operations. If any of our key technology fails, our business could be adversely affected.

Our operations are increasingly dependent on technology.technology, including AI and machine learning tools that we deploy or that are embedded in systems provided by third parties. Our information technology systems are critical to our ability to drive profitable growth through differentiation, continue the implementation of standardized processes and deliver a consistent customer experience. One of our three differentiating capabilities is to enable our customers to do business with us through more channels and with better access to information and, accordingly, we have made substantial investment in our e-commerce platform. Problems with the operation of the information or communication technology systems we use could adversely affect, or temporarily disable, all or a portion of our operations. Inabilities and delays in implementing new systems can also affect our ability to realize projected or expected revenue or cost savings. AI models and tools can produce inaccurate, biased, or inconsistent outputs and may rely on third-party content or training data for which we do not have sufficient rights. Further, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws.

Emerging technologies, including those that are used to recycle and process waste as an alternative to disposal of waste in landfills, represent risks, as well as opportunities, to our current business model. The costs associated with developing or investing in emerging technologiestechnologies, particularly data-intensive and compute-intensive AI applications, could require substantial capital and adversely affect our results of operations and cash flows. Delays in the development or implementation of such emerging technologies and difficulties in marketing new products or services based on emerging technologies could have similar negative impacts. Our financial results may suffer if we are not able to develop or license emerging technologies, or if a competitor obtains exclusive rights to an emerging technology that disrupts the current methods used in the environmental services industry.

A significant cybersecurity incident could negatively impact our business and our relationships with customers.employees, customers and vendors and expose us to increased liability.

We use information technology and operational technology assets, including computer and information networks,networks and artificial intelligence technologies and services in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employeesemployees, customers and our customers.vendors. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including customers’ personal information, private information about employees and financial and strategic information about us and our business partners. We also rely on a Payment Card Industry compliant third party to protect our customers’ credit card information. In connection with our strategy to grow through acquisitions and to pursue new initiatives that improve our operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity threats associated with acquisitions and new initiatives, we may become increasingly vulnerable to such threats. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, like many companies we have periodically experienced cyber incidents, and our preventive measures and incident response efforts may not be entirely effective. Also, the regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. This changing regulatory landscape may cause increasingly complex compliance challenges, which may increase our compliance costs. Any failure to comply with these changing security and privacy laws and regulations could result in significant penalties, fines, legal challenges and reputational harm. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage.

Price increases may not be adequate to offset the effect of increased costs and may cause us to lose volume.volume and customers.

The loss of key personnel or the inability to attract, hire or retain key team members and a high-quality workforce could have a material adverse effect on our consolidated financial condition, results of operations, cash flows and growth prospects.

Our business is directly affected by changes in local, national, global and general economic factors and overall economic activity that are outside of our control, including changes in governmental monetary policies, tariffs and international trade restrictions, consumer confidence, slowing economic growth, inflation, pandemics, supply chain issues and interest rates. In recent years, for example, the COVID-19 pandemic, inflation, the Ukraine-Russia conflict, United States-China relations, the Israel-Gaza conflict, monetary policy changes, and the resulting increases in interest rates have negatively impacted the economy, disrupted supply chains and created significant volatility and disruption of financial markets. In particular, disruption of the labor market and supply chains related to vehicles, especially trucks and the mechanical and electrical components necessary to service them, negatively impacts our ability to provide services. A weak or volatile economy may result in decreases in volumes, which adversely affects our revenues. In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases, depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels. Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby limit the amount of services we provide. Additionally, a decline in volumes may result in increased competitive pricing pressure and increased customer turnover, resulting in lower revenue and increased operating costs. Operating in an environment of worsening economic conditions could have a material adverse effect on our consolidated financial condition, results of operations and cash flows. Further, recovery in the environmental services industry historically has lagged behind recovery in the general economy. Accordingly, we cannot assure you that an improvement in general economic conditions will result in an immediate, or any, improvement in our consolidated financial condition, results of operations or cash flows.

We expect revenue to be in the range of $16.850$17.050 billion to $16.950$17.150 billion. We expect growth from average yield on total revenue to be approximatelyin 4%a range of 3.2% to 3.7% and related revenue to be approximatelyin 5%.a range of 4.0% to 4.5%. We expect the impact from volume on total revenue to be in a range ofapproximately (0.25%1.0) to 0.25%.%.

Republic is one of the largest providers of environmental services in the United States, as measured by revenue. As of December 31, 2024,2025, we operated across the United States and Canada through 367377 collection operations, 248255 transfer stations, 7579 recycling centers, 208207 active landfills, 2 treatment, recovery and disposal facilities, 2324 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 1415 deep injection wellswells, 9 industrial wastewater treatment facilities, and 12 polymer center.centers. We are engaged in 7984 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 125124 closed landfills.

Revenue for the year ended December 31, 20242025 increased by 7.1%3.5% to $16,032$16.6 millionbillion compared to $14,965$16.0 millionbillion in 2023.2024. This change in revenue is due to increased average yield of 5.1%,4.1% and acquisitions, net of divestitures of 2.6%,1.3%, recyclingpartially processingoffset andby commodity sales of 0.5%, changedecreases in workdays of 0.3% and environmental solutions revenue of 0.1%, partially offset by decreased1.0%, volume of 1.1% and0.6%, fuel recovery fees of 0.4%.0.1% as well as the effect of a decrease in workdays of 0.1%.

Our pre-tax income was $2,432$2.6 millionbillion for the year ended December 31, 2024,2025, compared to $2,191$2.4 millionbillion in 2023.2024. Our net income attributable to Republic Services, Inc. was $2,043$2.1 million,billion, or $6.85 per diluted share, for 2025, compared to $2.0 billion, or $6.49 per diluted share, for 2024, compared to $1,731 million, or $5.47 per diluted share, for 2023.2024.

Restructuring charges. In 20242025 and 2023,2024, we incurred restructuring charges of $29$20 million and $33$29 million, respectively. The 2025 charges primarily related to the design and implementation of a new accounts receivable system. The 2024 charges primarily related to the redesign of our asset management, and customer and order management software systems. OfWe thepaid 2023 charges, $9$12 million related to the early termination of certain leases and $24 million related to the redesign of our asset management, and customer and order management software systems. We paid $25 million and $39 million during 20242025 and 2023,2024, respectively, related to these restructuring efforts.

In 2025,2026, we expect to incur restructuring charges of approximately $15$25 million, primarily related to the continuation of the design and implementation of aour new accounts receivable system.system Substantiallyas allwell as the conversion of thesethe restructuringgeneral chargesledger, willbudgeting beand recordedprocurement inenterprise resource planning (ERP) systems for our corporateenvironmental entities and othersolutions segment.

Gain on extinguishment of debt and other related costs, net. During 2024,2024 we recognized a loss of $2 million due to the amendment and restatement of the Credit Facility.Facility, Additionally, we recordedand a net gain of $8 million attributable to the early settlement of certain cash flow hedges related to the Term Loan Facility. The gain was recognized as a reduction of interest expense. During 2023,we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our Term Loan Facility. We incurred non-cash charges related to the proportional share of unamortized deferred issuance costs of less than $1 million.

Gain on certain divestitures and impairments, net. During 2024, we recorded a net gain on certain divestitures and impairments of $30 million, of which $29 million was due to a gain on the sale of a transfer station facility and $1 million related to a gain on business divestitures and impairments. During 2023, we recorded a net gain of $4 million related toother business divestitures and impairments.

Settlements and withdrawals on pension plans. During 2025, we recorded a charge to earnings of $1 million for a withdrawal event at a multiemployer pension fund to which we contribute. During 2024, we recognized a settlement of our defined benefit pension plan. The settlement included a combination of lump-sum payments to participants who elected to receive them and the transfer of benefit obligations to a third-party insurance company under a group annuity contract. As a result of the settlements, we recognized a non-cash gain of $8 million related to the accelerated recognition of the proportional share of unamortized net actuarial gains in accumulated other comprehensive loss. During 2023,As we recordedobtain aupdated chargeinformation to earnings of $5 million for a withdrawal event atregarding multiemployer pension fundsfunds, the factors used in deriving our estimated withdrawal liabilities will be subject to change, which wemay contribute.adversely impact our reserves for withdrawal costs.

We generate revenue by providing environmental services to our customers, including the collection and processing of recyclable materials, the collection, treatment, consolidation, transfer and disposal of hazardous and non-hazardous waste and other environmental solutions. Our residential, small-container and large-container collection operations in some markets are based on long-term contracts with municipalities. Certain of our municipal contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index. We generally provide small-container and large-container collection services to customers under contracts with initial terms up to three years. Our transfer stations and landfills generate revenue from disposal or tipping fees charged to third parties. Our recycling centers generate revenue from tipping fees charged to third parties and the sale of recycled commodities. Our revenue from environmental solutions primarily consists of (1) fees we charge for the collection, treatment, transfer and disposal of hazardous and non-hazardous waste, (2) field and industrial services, (3) equipment rental, (4) emergency response and standby services, (5) in-plant services, such as transportation and logistics, including at our TSDFs and (6) in-plant services such as high-pressure cleaning, tank cleaning, decontamination, remediation, transportation, spill cleanup and emergency response at refineries, chemical, steel and automotive plants and other governmental, commercial and industrial facilities. Other non-core revenue consists primarily of revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations.

Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage. Core price is defined as price increases to our customers and fees, excluding fuel recovery, net of price decreases to retain customers. We also measure changes in average yield andyield, core price and volume as a percentage of related-business revenue, defined as total revenue excluding recycled commodities, fuel recovery fees and environmental solutions revenue to determine the effectiveness of our pricing strategies.

•Volume decreased revenue by 1.1%0.6% during 20242025 as compared to 20232024 primarilydue driven byto a decrease in volume in our largecollection containerlines of business as well as a decrease in solid waste volumes in our landfill line of business. The decline in revenue in our large-container collection line of business,business was primarily driven by a slowing in construction-related activity.activity Additionally,as wewell experiencedas declinesadverse weather in January and February of 2025. The decline in our residential,residential and small-container and transfercollection lines of business is primarily attributable to certain municipal contract losses and broker-related business.

•Revenue increaseddecreased by 0.3%0.1% due to the impact of the number of workdays during 20242025 as compared to 2023, which drove an increase in volume across all lines of business.2024.

•RecyclingThere was no net change to revenue as a result of recycling processing and commodity sales during 2025. In 2025, volume increased revenueat bythe 0.5%Las primarilyVegas Polymer Center. Volume also increased due to anthe opening of the Indianapolis Polymer Center and reopening of a recycling center on the west coast. This increase was offset by a decrease in overall commodity prices as compared to 2023.the same period in 2024. The average price for recycled commodities, excluding glass and organics, for 20242025 was $164$135 per ton compared to $117$164 per ton for 2023.2024.

Our cost of operations increased in aggregate dollars for the year ended December 31, 20242025 compared to the same period in 20232024 as a result of the following:

•Labor and related benefits increased in aggregate dollars primarily due to higher hourly and salaried wages as a result of annual merit increases.increases Acquisition-relatedas growthwell alsoas contributed to the increase in labor andacquisition related benefits.growth.

•Transfer and disposal costs increased in aggregate dollarsdecreased primarily due to acquisition-relateda growthdecrease andin highercollection disposal rates.volumes.

During both 2024 and 2025, approximately 67% of the total solid waste volume we collected was disposed at landfill sites that we own or operate (internalization), as compared to 68% in 2023..

•Maintenance and repairs expense increased in aggregate dollars due to higher hourly wages as a result of annual merit increases, parts inflation andinflation, an increase in third-party maintenance. Acquisition-related growth also contributed to the increase in maintenance and repairsacquisition expense.related growth.

•Transportation and subcontract costs increaseddecreased in aggregate dollarsprimarily due to ana increasedecrease in transportation rates. Acquisition-related growth also contributed to the increasevolume in transportationour andenvironmental subcontractsolutions costs.business.

•Landfill operating costs increased duringin 2024aggregate dollars primarily due to increasedan leachateincrease transportationin monitoring and maintenance costs on our gas and leachate extraction systemssystems. dueThese increases were partially offset by a decrease in part to increased rainfall in select geographic regions, as well as an increase inunfavorable remediation adjustments recordedas duringcompared to 2024.

•Other costs of operations increased in aggregate dollars during 20242025 due to increased occupancy and facility related expenses as well asexpenses, acquisition-related activity.activity These increases were partially offset byand a favorable non-recurring insurance recovery relatedrecognized toin a prior year claim.2024.

Depreciation and amortization of property and equipment increased primarilylargely due to an increased investment in trucks and the supporting infrastructure as well as assets added through acquisitions.

Landfill depletion and amortization expense increased in aggregate dollars due to increased construction and demolition volumes related to Hurricane Helene recovery efforts and increased special waste volumes attributable to the Los Angeles area wildfire remediation. Landfill depletion and amortization also increased due to an increase in our overall average depletion rate.

Amortization of other intangible assets primarily relates to customer relationships and, to a lesser extent, non-compete agreements.relationships. Expenses for amortization of other intangible assets were $79$89 million, or 0.5%0.6% of revenue, for the year ended December 31, 2024,2025, compared to $66$79 million, or 0.4%0.5% of revenue, for 2023.2024. Amortization expense increased in aggregate dollars due to additional assets acquired as a result ofthrough our businessacquisition acquisitions.activity.

•Other selling, general and administrative expenses increased for the year ended December 31, 2024,2025, largely due to an increase in meeting and travel costs, consulting costs and acquisition-related growth, partially offset by a favorable legal settlement.settlement recognized during the period.

During the yearsyear ended December 31, 20242025, we did not record a gain on business divestitures and 2023,impairments. During the year ended December 31, 2024, we recorded a net gain on business divestitures and impairments of $1 million and $4 million, respectively.million.

For a discussion orof restructuring charges incurred during the years ended December 31, 20242025 and 20232024, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cash paid for interest, excluding net swap settlements for our fixed-to-floating and floating-to-fixed interest rate swaps, was $487$500 million and $423$487 million for the years ended December 31, 20242025 and 2023,2024, respectively.

As of December 31, 2024,2025, we had $2,160$2.6 millionbillion of floating rate debt including floating rate swap contracts.debt. If interest rates increased or decreased by 100 basis points on our variablefloating rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $22$26 million.

Our provision for income taxes was $388$455 million and $460$388 million for 20242025 and 2023,2024, respectively. Our effective tax rate, exclusive of non-controlling interests, for the years ended December 31, 20242025 and 20232024 was 16%17.5% and 21%,16.0%, respectively. Net cash paid for income taxes was approximately $313 million and $343 million for the years ended December 31, 2024 and 2023, respectively.

During 2024,2024 and 2025, we acquired non-controlling interests in limited liability companies established to own renewable energy assets that qualified for investment tax credits under Section 48 of the Internal Revenue Code. We account for these investments usingunder the equity method of accounting utilizing the Hypothetical Liquidation at Book Value ("HLBV") method and recognize our share of income or loss and other reductions in the value of our investment in loss from unconsolidated equity method investments within our consolidated statements of income. For further discussion regarding our equity method accounting, see Note 3, Business Acquisitions, Investments and Restructuring Charges. Our 2024 tax provision reflects a benefitCharges, of $222the million duenotes to theour taxaudited creditsconsolidated relatedfinancial tostatements thesein investments.Part II, Item 8 of this Annual Report on Form 10-K.

Our senior management evaluates, oversees and manages the financial performance of our operations through three field groups, referred to as Group 1, Group 2 and Group 3. Group 1 is our recycling and waste business operating primarily in geographic areas located in the western United States. Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada. Group 3 is our environmental solutions business operating primarily in geographic areas located across the United States and Canada. These groups are presented below as our reportable segments, which each provide integrated environmental services, including but not limited to collection, transfer, recycling and disposal.

Corporate entities and otherfunctions include marketing, operations support, business development, legal, tax, treasury, information technology, risk management, human resources and other administrative functions. National Accounts revenue included in Corporate entities and other represents the portion of revenue generated from nationwide and regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations. Revenue and overhead costs of Corporate entities and other are either specifically assigned or allocated on a rational and consistent basis among our reportable segments to calculate adjusted EBITDA by reportable segment.EBITDA.

Adjusted EBITDA is the single financial measure our chief operating decision maker (CODM) uses to evaluate operating segment profitability and determine resource allocations. Cost of operations and selling, general and administrative are significant segment expenses used in the evaluation. Summarized financial information regarding our reportable segments for the years ended December 31, 20242025 and 20232024 (in millions of dollars) follows. For totals as well as further detail regarding our reportable segments and the adjustments used to calculate adjusted EBITDA for each segment, see Note 15, Segment Reporting, of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Republic is one of the largest providers of environmental services in the United States, as measured by revenue. As of MarchJune 31,30, 2026, we operated across the United States and Canada through 381389 collection operations, 258260 transfer stations, 8184 recycling centers, 209208 active landfills, 2 treatment, recovery and disposal facilities, 24 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 1516 deep injection wells, 10 industrial wastewater treatment facilities and 2 polymer centers. We are engaged in 8587 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 124125 closed landfills as of MarchJune 31,30, 2026.

Revenue for the threesix months ended MarchJune 31,30, 2026 increased by 2.6%3.6% to $4,113$8,544 million compared to $4,009$8,244 million for the same period in 2025. This change in revenue is due to increases in average yield of 3.4%, increased revenue from acquisitions, net of divestitures of 1.1% and increased fuel recovery fees of 0.2%.1.0%. These increases were partially offset by a decrease in environmental solutions revenue of 1.3%0.7% and a decrease in volume of 0.8%.1.2%.

The following table summarizes our revenue, expenses and operating income for the three and six months ended MarchJune 31,30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Our pre-tax income was $656$699 million and $1,355 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $665$720 million and $1,385 million for the same periodperiods in 2025.2025, respectively. Our net income attributable to Republic Services, Inc. was $525$566 million and $1,092 million for the three and six months ended MarchJune 31,30, 2026, or $1.70$1.84 and $3.54 per diluted share, respectively, compared to $495$550 million and $1,045 million, or $1.58$1.75 and $3.33 per diluted share, for the same periodperiods in 2025.2025, respectively.

During each of the three and six months ended MarchJune 31,30, 2026 and 2025, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, tax expense, net income attributable to Republic Services, Inc. (net income – Republic) and diluted earnings per share as noted in the following table (in millions, except per share data). Additionally, see our Results of Operations discussion in this Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of other items that impacted our earnings during the three and six months ended MarchJune 31,30, 2026 and 2025.

(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the threesix months ended MarchJune 31,30, 2026.2026 and 2025.

Restructuring charges. During the three and six months ended MarchJune 31,30, 20262026, we incurred restructuring charges of $4 million and $6 million, respectively. During the three and six months ended June 30, 2025, we incurred restructuring charges of $2$6 million and $4$9 million, respectively. The charges related to the design and implementation of our new accounts receivable system. During the three months ended March 31, 2026 and 2025, we paid $4 million and $3 million, respectively, related to these restructuring efforts.

(Gain) loss on business divestitures and impairments, net. During the threesix months ended MarchJune 31,30, 2026 and 2025,2026, we recorded a net gain on business divestitures and impairments of $1 million. During the three and six months ended June 30, 2025, we recorded a loss on business divestitures and impairments of $3 million and $2$1 million, respectively.

We generate revenue by providing environmental services to our customers, including the collection and processing of recyclable materials, the collection, treatment, consolidation, transfer and disposal of hazardous and non-hazardous waste and other environmental solutions. Our residential, small-container and large-container collection operations in some markets are based on long-term contracts with municipalities. Certain of our municipal contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index. We generally provide small-container and large-container collection services to customers under contracts with terms up to three years. Our transfer stations and landfills generate revenue from disposal or tipping fees charged to third parties. Our recycling centers generate revenue from tipping fees charged to third parties and the sale of recycled commodities. Our revenue from environmental solutions is primarily generated by (1) fees we charge for the collection, treatment, transfer and disposal of hazardous and non-hazardous waste, (2) field and industrial services, (3) equipment rental, (4) emergency response and standby services, (5) in-plant services, such as transportation and logistics, including at our TSDFs and (6) in-plant services such as high-pressure cleaning, tank cleaning, decontamination, remediation, transportation, spill cleanup and emergency response at refineries, chemical, steel and automotive plants and other governmental, commercial and industrial facilities. Other non-core revenue consists primarily of revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations. The following table reflects our revenue by service line for the three months ended March 31, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and six months ended MarchJune 31,30, 2026 and 2025:

The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three and six months ended MarchJune 31,30, 2026 and 2025:

During the three and six months ended MarchJune 31,30, 2026, we experienced the following changes in our revenue as compared to the same period in 2025:

•Average yield increased revenue by 3.4% for the three and six months ended MarchJune 31,30, 2026 due to positive pricing changes in all lines of business.

•The fuelFuel recovery fee program,fees, which mitigatesmitigate our exposure to increaseschanges in fuel prices, increased revenue by 0.2%1.8% and 1.0% for the three and six months ended MarchJune 31,30, 2026, respectively, due to an increase in fuel prices compared to the same periodperiods in 2025.

•Volume decreased revenue by 0.8%1.6% and 1.2% during the three and six months ended MarchJune 31,30, 2026, respectively, primarily due to a decrease in volume in our collection lines of business. The decline in revenue in our large-container collection line of business was primarily driven by a slowing in construction-related activity and certain manufacturing end markets. The decline in our residential and small-container collection lines of business is primarily attributable to certain municipal contract losses and broker-related business.losses.

•Recycling processing and commodity sales increased revenue by 0.1% during the three months ended June 30, 2026, primarily due to increased volume at our Polymer Centers. The volume increase was partially offset by a decrease in overall commodity prices compared to the same period in 2025. There was no net change to revenue as a result of recycling processing and commodity sales during the threesix months ended MarchJune 31,30, 2026.2026 as compared to the same period in 2025. For the threesix months ended MarchJune 31,30, 2026, volume increased at our Polymer Centers and from acquisitions.Centers. The volume increase was offset by a decrease in overall commodity prices compared to the same period in 2025. The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three and six months ended MarchJune 31,30, 2026 was $120$136 and $128 per tonton, respectively, compared to $155$149 and $152 per ton for the same periodperiods in 2025.2025, respectively.

•Environmental solutions decreased revenue by 1.3%0.2% and 0.7% during the three and six months ended MarchJune 31,30, 2026, primarilyrespectively, due to a decline in emergencyevent-based responsevolumes activity.relative to the same periods in 2025.

•Acquisitions, net of divestitures, increased revenue by 1.1% during the three and six months ended MarchJune 31,30, 2026, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform.

The following table summarizes the major components of our cost of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

The most significant items impacting our cost of operations during the three and six months ended MarchJune 31,30, 2026 and 2025 are summarized below:

•Transfer and disposal costs increased in aggregate dollars primarily due to anactivity increasefrom in disposal rates.acquisitions.

During both the three and six months ended MarchJune 31,30, 2026 and 2025,2025 , approximately 68% and 67%, respectively, of the total solid waste volume we collected was disposed at landfill sites that we owned or operated (internalization).

•Our fuel costs increased during the three months ended March 31, 2026, primarily due to an increase in the average diesel fuel pricecost per gallon. The national average diesel fuel pricecost per gallon for the three and six months ended MarchJune 31,30, 2026 and 2025 was $4.12$5.35 and $3.63,$4.73, respectively, compared to $3.56 and $3.59 for the same periods in 2025, respectively.

•OtherFor the six months ended June 30, 2026, other costs of operations increased due to increased occupancy and facility related expenses as well as a favorable non-recurring insurance recovery recognized during 2025 that did not repeat in 2026.

The following table summarizes depreciation, depletion and amortization of property and equipment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Depreciation and amortization of property and equipment increased for the three and six months ended MarchJune 31,30, 2026, largely due to anasset additions at one of of our Polymer Centers and amortization associated with internally developed software. Depreciation and amortization of property and equipment also increased investmentdue in trucks and the supporting infrastructure as well asto the addition of assets through acquisitions.

Landfill depletion and amortization expense decreased for the three months ended MarchJune 31,30, 2026 primarily due to decreased volumes, partially offset by a higher overall depletion rate. For the six months ended June 30, 2026, landfill depletion and amortization expense decreased primarily due to recognition of certain favorable amortization adjustments related to our asset retirement obligations,obligations partiallycompared offsetto byunfavorable increasedamortization volumesadjustments andin athe highersame overallperiod depletionin rate.2025.

Amortization of other intangible assets primarily relates to customer relationships. Expenses for amortization of other intangible assets were $23 million and $46 million, or 0.6%0.5% of revenue, for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $21$22 million and $43 million, or 0.5% of revenue, for the same periodperiods in 2025.2025, respectively. Amortization expense increased due to assets added through acquisition activity.

Our other assets primarily relate to the prepayment of fees and capitalized implementation costs associated with cloud-based hosting arrangements. Expenses for amortization of other assets were $35$37 million and $73 million, or 0.9%0.8% of revenue, for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $24$26 million and $50 million, or 0.6% of revenue, for the same periodperiods in 2025.2025, respectively.

Accretion expense was $30 million and $60 million, or 0.7% of revenue, for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $28 million and $57 million, or 0.7% of revenue, for the same periodperiods in 2025.2025, respectively.

The following table summarizes our selling, general and administrative expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

The most significant items affecting our selling, general and administrative expenses during the three and six months ended MarchJune 31,30, 2026 and 2025 are summarized below:

•Other selling, general and administrative expenses decreased during the threesix months ended MarchJune 31,30, 2026 primarily due to a favorable legal settlementsettlement, partially offset by professional services recognized during the period.

For a discussion of Restructuring Charges incurred during the three and six months ended MarchJune 31,30, 2026 and 2025, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

(Gain) Loss on businessBusiness divestituresDivestitures and impairments,Impairments, netNet

For additional information on Gaingain on business divestitures and impairments, net incurred during the three and six months ended MarchJune 31,30, 2026 and 2025, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following table provides the components of interest expense, including accretion of debt discounts and accretion of discounts primarily associated with environmental and risk insurance liabilities assumed in acquisitions, for the three and six months ended MarchJune 31,30, 2026 and 2025 (in millions of dollars):

Total interest expense for the three and six months ended MarchJune 31,30, 2026 increased primarily due to a higher overall debt balance,balance partiallyand offset by lowerhigher interest rates on our debt compared to the same periodperiods in 2025.

For the threesix months ended MarchJune 31,30, 2026 and 2025, cash paid for interest was $117$260 million and $105$243 million, respectively.

As of MarchJune 31,30, 2026, we had $2.8$1.8 billion of principal floating rate debt. If interest rates increased or decreased by 100 basis points on our floating rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $28$18 million.

Our effective tax rate, exclusive of non-controlling interests, for the three and six months ended MarchJune 31,30, 2026 was 19.0% and 19.4%, respectively. Our effective tax rate, exclusive of non-controlling interests, for the three and six months ended June 30, 2025 was 19.9%23.6% and 25.6%,24.6%, respectively.

Our effective tax rate for the three and six months ended MarchJune 31,30, 2026 reflects anet benefitbenefits of $37$41 million dueand to$78 ourmillion, respectively, from investments in renewable energy assetsassets, and $3benefits of $10 million dueand to$13 million, respectively, from investments in renewable natural gas projects and electric vehicle infrastructure.

Our effective tax rate for the three and six months ended MarchJune 31,30, 2025 reflects anet benefitbenefits of $2$7 million dueand to$9 million, respectively, from investments in renewable natural gas projects and commercial electric vehicles.

For the threesix months ended MarchJune 31,30, 2026 and 2025, net cash paid for income taxes was $4$79 million and $2$150 million, respectively.

Adjusted EBITDA is the single financial measure our chief operating decision maker (CODM) uses to evaluate operating segment profitability and determine resource allocations. Cost of operations and selling, general and administrative are significant segment expenses used in the evaluation. Summarized financial information regarding our reportable segments for the three and six months ended MarchJune 31,30, 2026 and 2025 (in millions of dollars) follows. For totals as well as further detail regarding our reportable segments and the adjustments used to calculate Adjusted EBITDA for each segment, see Note 11, Segment Reporting, of the notes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Significant changes in the revenue and Adjusted EBITDA of our reportable segments comparing the three and six months ended MarchJune 31,30, 2026 and 2025 are discussed below.