CLEAN HARBORS INC

Previous wording

•Safety-Kleen Sustainability Solutions -The Safety-Kleen Sustainability Solutions, or SKSS, segment results are impacted by our customers’ demand for high-quality, environmentally responsible recycled oil products and their demand for our related service and product offerings. SKSS provides collection services for used oil, used oil filters and other automotive related fluids, which allows customers to manage these wastes in a responsible and compliant way while also converting these waste streams into high-quality products for re-use. SKSS offers high-quality recycled base and blended oil products and other automotive and industrial lubricants to end users, including fleet customers, distributors, manufacturers of oil products and industrial plants. Segment results are impacted by market pricing, overall demand and the mix of our oil products sales. Segment results are also predicated on the demand for other SKSS product and service offerings, including collection services for used oil, used oil filters and other automotive fluids. The used oil collected is used as feedstock in our oil re-refining process to produce our base and blended oil products and other hydraulic oils, lubricants and recycled fuel oil or are integrated into our recycling and disposal network. In operating the business and evaluating performance, management tracks the volumes of used oil and other waste streams collected and relative percentages of base and blended oil sales along with various pricing metrics associated with the commodity driven margin between product pricing and the overall revenue generation along with related costs. Levels of activity and ultimate performance associated with this segment can be impacted by economic conditions in the manufacturing and automotive services markets; efficiency of our operations; technology, including the increased use of artificial intelligence; weather conditions; changing regulations; competition; and the management of our related operating costs. Overall product pricing as well as revenues generated and/or costs incurred in connection with the collection of used oil and other raw materials associated with the segment’s oil-related products can also be volatile and can be impacted by global events and their relative impact on commodity products and pricing. The overall market price of oil, and regulations that change the possible usage of used oil or burning of used oil as a fuel, impact the premium the segment can charge for used oil collections.

Current wording

•Safety-Kleen Sustainability Solutions -The Safety-Kleen Sustainability Solutions, or SKSS, segment results are impacted by our customers’ demand for high-quality, environmentally responsible recycled oil products and their demand for our related service and product offerings. SKSS provides collection services for used oil, used oil filters and other automotive related fluids, which allows customers to manage these wastes in a responsible and compliant way while also converting these waste streams into high-quality products for re-use. SKSS offers high-quality recycled base and blended oil products and other automotive and industrial lubricants to end users, including fleet customers, distributors, manufacturers of oil products and industrial plants. Segment results are impacted by market pricing, overall demand and the mix of our oil products sales. Segment results are also predicated on the demand for other SKSS product and service offerings, including collection services for used oil, used oil filters and other automotive fluids. The used oil collected is used as feedstock in our oil re-refining process to produce our base and blended oil products and other hydraulic oils, lubricants and recycled fuel oil or are integrated into our recycling and disposal network. In operating the business and evaluating performance, management tracks the volumes of used oil and other waste streams collected and relative percentages of base and blended oil sales. Management also monitors various pricing metrics associated with the commodity driven margin between product pricing and the overall revenue generation along with related costs. Levels of activity and ultimate performance associated with this segment can be impacted by economic conditions in the manufacturing and automotive services markets; efficiency of our operations; technology, including the increased use of artificial intelligence; weather conditions; changing regulations; competition; and the management of our related operating costs. Overall product pricing as well as revenues generated and/or costs incurred in connection with the collection of used oil and other raw materials associated with the segment’s oil-related products can also be volatile and can be impacted by global events and their relative impact on commodity products and pricing. The overall market price of oil, and regulations that change the possible usage of used oil or burning of used oil as a fuel, impact the premium the segment can charge for used oil collections.

Previous wording

Total direct revenues for the three and six months ended June 30, 2026 were $1,735.0 million and $3,194.5 million, compared with $1,549.9 million and $2,981.8 million for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2026, our Environmental Services segment direct revenues increased $104.5 million, or 7.7%, and increased $147.9 million, or 5.8%, respectively, from the comparable periods in 2025, driven by growth in Technical Services, Safety-Kleen core services and Field and Emergency Response Services. For the three and six months ended June 30, 2026, our SKSS segment direct revenues increased $80.7 million or 40.8% and increased $65.0 million or 15.5%, respectively, from the comparable periods in 2025, driven primarily by higher pricing of base and blended oil products and specialty refinery products, as well as incremental revenues from higher pricing of waste oil collection services.

Current wording

Total direct revenues for the three and nine months ended September 30, 2026 were $1,869.4 million and $5,064.0 million, compared with $1,549.3 million and $4,531.1 million for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2026, our Environmental Services segment direct revenues increased $219.8 million, or 16.5%, and $367.8 million, or 9.4%, respectively, from the comparable periods in 2025, driven by growth in Field and Emergency Response Services, which benefitted from a large scale emergency response event during these periods, as well as strong contributions from Technical Services and Safety-Kleen branch core services. For the three and nine months ended September 30, 2026, our SKSS segment direct revenues increased $100.3 million or 46.0% and $165.3 million or 25.9%, respectively, from the comparable periods in 2025, driven primarily by higher pricing of base and blended oil products and specialty refinery products.

Previous wording

Income from operations for the three and six months ended June 30, 2026 was $268.9 million and $387.8 million, as compared with income from operations of $210.3 million and $321.9 million in the three and six months ended June 30, 2025, respectively. Net income for the three and six months ended June 30, 2026 was $170.5 million and $233.7 million, increases of 34.3% and 25.9% as compared with net income of $126.9 million and $185.6 million in the three and six months ended June 30, 2025, respectively.

Current wording

Income from operations for the three and nine months ended September 30, 2026 was $318.1 million and $705.9 million, as compared with income from operations of $193.0 million and $514.9 million in the three and nine months ended September 30, 2025, respectively. Net income for the three and nine months ended September 30, 2026 was $208.1 million and $441.8 million, increases of 75.2% and 45.1% as compared with net income of $118.8 million and $304.4 million in the three and nine months ended September 30, 2025, respectively.

Previous wording

Adjusted EBITDA, which is the primary financial measure by which we evaluate the operating performance of our segments, increased $72.8 million, or 21.6%, from $336.2 million in the three months ended June 30, 2025 to $409.0 million in the three months ended June 30, 2026. Growth in Adjusted EBITDA versus the comparable period in 2025 was driven by a $54.7 million increase in SKSS segment Adjusted EBITDA and a $29.9 million increase in Environmental Services segment Adjusted EBITDA. For the six months ended June 30, 2026, Adjusted EBITDA increased $85.8 million, or 15.0%, from $571.1 million for the six months ended June 30, 2025 to $656.9 million for the six months ended June 30, 2026, led by a $59.4 million increase in SKSS segment Adjusted EBITDA and a $45.7 million increase in Environmental Services segment Adjusted EBITDA. Continued margin expansion in our operating segments led to a 190 basis point and 140 basis point increase in Adjusted EBITDA Margin for the Company (calculated as a percentage of direct revenues) for the three and six months ended June 30, 2026, respectively. Additional information regarding Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP measures, including a reconciliation of net income to Adjusted EBITDA, appears below under“Adjusted EBITDA.”

Current wording

Adjusted EBITDA, which is the primary financial measure by which we evaluate the operating performance of our segments was $456.1 million for the three months ended September 30, 2026. This result represents a $135.9 million, or 42.5% increase, from the $320.2 million of Adjusted EBITDA generated in the three months ended September 30, 2025. Growth in Adjusted EBITDA versus the comparable period in 2025 was driven by an $85.5 million increase in SKSS segment Adjusted EBITDA and a $68.2 million increase in Environmental Services segment Adjusted EBITDA. For the nine months ended September 30, 2026, Adjusted EBITDA increased $221.7 million, or 24.9%, from $891.3 million for the nine months ended September 30, 2025 to $1,113.0 million for the nine months ended September 30, 2026, led by a $145.0 million increase in SKSS segment Adjusted EBITDA and a $113.9 million increase in Environmental Services segment Adjusted EBITDA. Continued margin expansion in both of our operating segments led to a 370 basis point and 230 basis point increase in Adjusted EBITDA Margin (calculated as a percentage of direct revenues) for the three and nine months ended September 30, 2026, respectively as compared to the prior year periods. Additional information regarding Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP measures, including a reconciliation of net income to Adjusted EBITDA, appears below under“Adjusted EBITDA.”

Previous wording

Net cash from operating activities for the six months ended June 30, 2026 increased $35.8 million from $209.6 million in 2025 to $245.5 million in 2026, primarily due to higher operating income partially offset by higher working capital impacts in 2026 as compared to the prior year period. Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $59.8 million in the six months ended June 30, 2026, compared to $17.4 million in the same period in 2025, an improvement of $42.4 million, primarily driven by higher cash flows from operating activities. Additional information regarding adjusted free cash flow, which is a non-GAAP measure, including a reconciliation of net cash from operating activities to adjusted free cash flow, appears below under“Adjusted Free Cash Flow.”

Current wording

Net cash from operating activities for the nine months ended September 30, 2026 increased $153.0 million from $511.6 million in 2025 to $664.7 million in 2026, primarily due to higher operating income, partially offset by higher working capital impacts in 2026 as compared to the prior year period. Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $383.0 million in the nine months ended September 30, 2026, compared to $248.1 million in the same period in 2025, an improvement of $134.9 million, primarily driven by higher cash flows from operating activities. Additional information regarding adjusted free cash flow, which is a non-GAAP measure, including a reconciliation of net cash from operating activities to adjusted free cash flow, appears below under“Adjusted Free Cash Flow.”

Previous wording

Environmental Services direct revenues for the three months ended June 30, 2026 increased $104.5 million from the comparable period in 2025. Technical Services revenues increased $81.5 million. A PFAS-related filtration project associated with a large emergency response event earlier in the year contributed more than $30 million of revenues during the three months ended June 30, 2026. Additional growth in Technical Services revenues was driven by fuel surcharges and higher volumes across our disposal network, including volumes generated from remediation projects and PFAS-related work. Utilization at our incinerators was 91% in the three months ended June 30, 2026, as compared to 86% in the same period in 2025. Utilization rates at our incinerator facilities in each period include the impact of our second Kimball incinerator, which was placed in service in late 2024. Revenues from Safety-Kleen core service offerings for the three months ended June 30, 2026 grew by $29.4 million from the comparable period in 2025 due to greater volumes and pricing of our containerized waste, vacuum and parts washer services. Field and Emergency Response Services revenues increased $6.2 million for the three months ended June 30, 2026 from the comparable period in 2025.

Current wording

Environmental Services direct revenues for the three months ended September 30, 2026 increased $219.8 million from the comparable period in 2025. Field and Emergency Response Services revenues increased $168.9 million for the three months ended September 30, 2026 from the comparable period in 2025, driven by incremental revenues from emergency response projects including a large-scale emergency response event that occurred during the period that contributed approximately $120 million of revenues. Revenues from Safety-Kleen core service offerings for the three months ended September 30, 2026 grew by $29.9 million from the comparable period in 2025 due to greater volumes and pricing of our containerized waste, vacuum and parts washer services. Technical Services revenues increased $16.5 million during the three months ended September 30, 2026 driven by higher pricing, including fuel surcharges, and overall greater waste volumes handled. Utilization at our incinerators was 87% in the three months ended September 30, 2026, as compared to 88% in the same period in 2025. Revenues from Industrial Services increased $4.6 million during the three months ended September 30, 2026.

Previous wording

Environmental Services direct revenues for the six months ended June 30, 2026 increased $147.9 million from the comparable period in 2025. Technical Services revenues for the six months ended June 30, 2026 increased $104.3 million. The PFAS-related filtration project referenced above contributed over $40 million in revenues during the six months ended June 30, 2026. The remaining increase in Technical Services revenues was attributable to incremental revenues from fuel surcharges, higher volumes of waste in our network from remediation projects and PFAS related work. Utilization at our incinerators was 85% in the first six months of 2026 as compared to 84% in the same period in 2025. Utilization rates at our incinerator facilities in each period include the impact of our second Kimball incinerator, which was placed in service in late 2024. Revenues from Safety-Kleen core service offerings for the six months ended June 30, 2026 grew by $47.1 million from the comparable period in 2025 due to greater volumes and pricing of our containerized waste, vacuum and parts washer services. Field and Emergency Response Services revenues increased $20.8 million for the six months ended June 30, 2026 from the comparable period in 2025 driven by incremental revenues from emergency response projects during the first six months of 2026, including a large-scale emergency response event. Partially offsetting the broad revenues growth across Environmental Services was a $22.3 million decrease in Industrial Services revenues, driven by lower demand for industrial maintenance and turnaround services as compared to 2025, with the impact concentrated largely in the first quarter of 2026.

Current wording

Environmental Services direct revenues for the nine months ended September 30, 2026 increased $367.8 million from the comparable period in 2025. Field and Emergency Response Services revenues increased $189.7 million for the nine months ended September 30, 2026 from the comparable period in 2025 driven by incremental revenues from emergency response projects during the first nine months of 2026 including two large-scale emergency response events. Technical Services revenues for the nine months ended September 30, 2026 increased $120.8 million from the comparable period in the prior year. A PFAS-related filtration project, primarily in the second quarter, contributed over $40 million in revenues during the nine months ended September 30, 2026. The remaining increase in Technical Services revenues was attributable to incremental revenues from pricing, including fuel surcharges, increased volumes handled and additional PFAS-related work. Utilization at our incinerators was 86% in the first nine months of 2026 as compared to 85% in the same period in 2025. Revenues from Safety-Kleen core service offerings for the nine months ended September 30, 2026 grew by $77.0 million from the comparable period in 2025 due to greater volumes and pricing of our containerized waste, vacuum and parts washer services. Partially offsetting the broad revenue growth across the Environmental Services segment was a $17.7 million decrease in Industrial Services revenues, driven by lower demand for industrial maintenance and turnaround services as compared to 2025, with the impact concentrated largely in the first quarter of 2026.

Previous wording

In the three months ended June 30, 2026, SKSS direct revenues increased $80.7 million compared to the same period in 2025, primarily driven by higher market pricing of oil-based products. Revenues from the sale of base oil products increased $37.2 million due to higher pricing, and blended oil product revenues grew $19.1 million due to improved pricing and greater volumes sold. Revenues from the sale of vacuum gas oil and specialty refinery products increased $10.5 million compared to the same period in 2025. Additionally, revenues from used oil collection services increased $9.5 million, attributable to higher pricing for these waste oil collection services.

Current wording

In the three months ended September 30, 2026, SKSS direct revenues increased $100.3 million compared to the same period in 2025, primarily due to higher market pricing of oil-based products, which drove a $75.2 million and $15.2 million increase in base and blended oil products, respectively. Revenues from the sale of vacuum gas oil and specialty refinery products increased $6.3 million compared to the same period in 2025.

Previous wording

In the six months ended June 30, 2026, SKSS direct revenues increased $65.0 million compared to the same period in 2025 reflecting higher market pricing of oil-based products. Revenues from the sale of base oil products increased $27.8 million due to higher pricing. Revenues from used oil collection services increased $23.5 million, attributable to higher pricing for these waste oil collection services. Blended oil product revenues grew $6.8 million due to higher pricing despite relatively flat volumes sold. Additionally, revenue from the sale of vacuum gas oil and specialty refinery products increased $4.5 million from the same period in 2025.

Current wording

In the nine months ended September 30, 2026, SKSS direct revenues increased $165.3 million compared to the same period in 2025 reflecting higher market pricing of oil-based products. Revenues from the sale of base and blended oil products increased $103.1 million and $22.0 million, respectively, due to this higher pricing as compared to the prior year period. Revenues from used oil collection services increased $24.4 million from the prior year period, attributable to higher pricing for these waste oil collection services. Additionally, revenue from the sale of vacuum gas oil and specialty refinery products increased $10.8 million from the same period in 2025.

Previous wording

We believe disciplined management of operating costs is vital to our ability to remain price competitive. We experience cost pressures across several categories, most notably internal and external labor and benefits, insurance, transportation, maintenance, fuel and other energy-related costs. In addition, we are subject to uncertainty and potential cost increases arising from evolving regulatory and macroeconomic conditions. We aim to manage these increases through constant cost monitoring and a focus on cost savings, including lowering employee turnover, as well as our overall customer pricing strategies, which are designed to offset the inflationary impacts on our margins.

Current wording

We believe disciplined management of operating costs is vital to our ability to remain price competitive. We experience cost pressures across several categories, most notably internal and external labor and benefits, self-insurance claims costs, transportation, maintenance, fuel and other energy-related costs. In addition, we are subject to uncertainty and potential cost increases arising from evolving regulatory and macroeconomic conditions. We aim to offset these increases through continuous cost management and operational efficiency initiatives, including reducing employee turnover and strategically consolidating operations into regional hubs serving multiple business lines. Further, we manage customer pricing strategies which are designed to offset the inflationary impacts on our margins.

Previous wording

We continue to upgrade the quality and efficiency of our services through the development or adoption of new technology, including through the increased use of artificial intelligence, and continued modifications and expansion at our facilities while also leveraging certain fixed costs of our operating infrastructure. We invest in new business opportunities and aggressively implement strategic sourcing and logistics solutions, while also continuing to optimize our workforce and operating structure in an effort to manage our operating margins.

Current wording

We continue to upgrade the quality and efficiency of our services through the development or adoption of new technology, including through the increased use of artificial intelligence, and continued modifications and expansion at our facilities while also leveraging certain fixed costs of our operating infrastructure. We invest in new business opportunities and aggressively implement strategic sourcing and logistics solutions, while also continuing to retain and optimize our workforce and operating structure in an effort to manage our operating margins.

Previous wording

Environmental Services cost of revenues for the three months ended June 30, 2026 increased $62.9 million from the comparable period in 2025, but were lower as a percentage of revenues. Due to higher market-based fuel pricing, transportation and fuel related costs increased $30.9 million during the three months ended June 30, 2026 compared to the same period in 2025. Additionally, commensurate with the revenue growth in the business discussed above, labor and benefit related costs increased $20.5 million and equipment and supply costs increased $14.9 million for the three months ended June 30, 2026, as compared to the same period in 2025. These increases were partially offset by reductions in various other cost categories. Overall, Environmental Services revenues grew at a rate greater than cost of revenues and gross margins expanded in the quarter.

Current wording

Environmental Services cost of revenues for the three months ended September 30, 2026 increased $142.6 million from the comparable period in 2025, and was relatively flat as a percentage of revenues. Commensurate with the revenue growth in the business, including incremental costs due to the large-scale emergency response events discussed above, labor and benefit related costs increased $75.0 million and equipment and supply costs increased $33.2 million for the three months ended September 30, 2026 as compared to the same period in 2025. Due to higher market-based fuel pricing, transportation and fuel related costs increased $31.3 million during the three months ended September 30, 2026 compared to the same period in 2025.

Previous wording

Environmental Services cost of revenues for the six months ended June 30, 2026 increased $75.3 million from the comparable period in 2025, but were lower as a percentage of revenues. Due to higher market-based fuel pricing, transportation and fuel-related costs increased $31.1 million during the six months ended June 30, 2026 compared to the same period in 2025. Commensurate with the revenue growth in the business discussed above, labor and benefit related costs increased $27.4 million and equipment and supply costs increased $20.3 million for the six months ended June 30, 2026, as compared to the same period in 2025. Revenue growth also outpaced cost of revenues growth for the six-month period and gross margins increased.

Current wording

Environmental Services cost of revenues for the nine months ended September 30, 2026 increased $217.9 million from the comparable period in 2025, but were lower as a percentage of revenues. Commensurate with the revenue growth in the business, including incremental costs due to the large-scale emergency response events discussed above, labor and benefit related costs increased $101.3 million. Due to higher market-based fuel pricing, transportation and fuel-related costs increased $64.3 million during the nine months ended September 30, 2026 compared to the same period in 2025. Also commensurate with the revenue growth in the business, equipment and supply costs increased $53.3 million for the nine months ended September 30, 2026, as compared to the same period in 2025. Revenue growth outpaced cost of revenues growth for the nine-month period and gross margins increased.

Previous wording

SKSS cost of revenues for the six months ended June 30, 2026 remained relatively consistent with the comparable period in 2025 and improved 10.2% as a percentage of revenues. The decrease as a percentage of revenues was primarily driven by higher market pricing for base and blended oil products discussed above, lower acquisition costs of used oil feedstock and a reduction in labor and benefit related costs, partially offset by higher transportation and fuel costs due to higher market-based fuel pricing.

Current wording

SKSS cost of revenues for the three months ended September 30, 2026 increased $14.8 million from the comparable period in 2025; however, these costs improved 18.2% as a percentage of revenues. The decrease in cost as a percentage of revenues was driven by the higher pricing for base and blended oil products discussed above. The overall dollar increase was primarily driven by increased transportation and fuel costs due to higher market-based fuel pricing.

Previous wording

SKSS cost of revenues for the three months ended June 30, 2026 increased $22.1 million from the comparable period in 2025; however, these costs improved 12.7% as a percentage of revenues. The decrease as a percentage of revenues was driven by the higher market pricing for base and blended oil products discussed above and lower acquisition costs of used oil feedstock compared to the same quarter of 2025. The overall dollar increase was primarily driven by increased transportation and fuel costs due to higher market-based fuel pricing.

Current wording

SKSS cost of revenues for the nine months ended September 30, 2026 increased $14.1 million from the comparable period in 2025 and improved 13.6% as a percentage of revenues. The decrease as a percentage of revenues was primarily driven by the higher pricing for base and blended oil products discussed above and lower acquisition costs of used oil feedstock. The overall dollar increase was primarily driven by increased transportation and fuel costs due to higher market-based fuel pricing.

Previous wording

The SG&A expenses set forth below exclude stock-based compensation expense, which is presented in SG&A on our Consolidated Statement of Operations, but are not included in our measurement of Adjusted EBITDA.

Current wording

The SG&A expenses set forth below exclude stock-based compensation expense, which is presented in SG&A on our Consolidated Statement of Operations, but is not included in our measurement of Adjusted EBITDA.

Previous wording

Environmental Services SG&A expenses for the three months ended June 30, 2026 increased $11.8 million from the comparable period in 2025. The increase in SG&A expenses in the three months ended June 30, 2026 was driven by increased labor and benefits related costs of $6.2 million, primarily driven by higher commission costs commensurate with the increase in revenues. The remaining increase was spread across various cost categories and was proportional with the increase in revenues for the period.

Current wording

Environmental Services SG&A expenses for the three months ended September 30, 2026 increased $9.1 million from the comparable period in 2025 and improved as a percentage of revenues. The increase in SG&A expenses in the three months ended September 30, 2026 was driven by increased labor and benefits related costs of $5.2 million, primarily driven by higher incentive compensation and commission costs commensurate with the increase in revenues. The remaining increase was spread across various cost categories and partially driven by acquisitions completed in 2026.

Previous wording

Environmental Services SG&A expenses for the six months ended June 30, 2026 increased $26.9 million from the comparable period in 2025. The results for the six months ended June 30, 2025 include the impact of reducing the estimated costs to remediate a site by approximately $10 million in the first quarter of 2025. Absent this benefit in 2025, the remaining $16.9 million increase was primarily driven by an $8.0 million increase in labor and benefits related costs, driven by higher commission costs commensurate with the increase in revenues, with the remaining increase spread across various cost categories.

Current wording

Environmental Services SG&A expenses for the nine months ended September 30, 2026 increased $36.0 million from the comparable period in 2025. The results for the nine months ended September 30, 2025 include the impact of reducing the estimated costs to remediate a site by approximately $10 million in the first quarter of 2025. Absent this benefit in 2025, the remaining $26.0 million increase was primarily driven by a $13.1 million increase in labor and benefits related costs, driven by higher incentive compensation and commission costs commensurate with the increase in revenues. The remaining increase was spread across various cost categories partially driven by acquisitions completed during the period and higher business activity supporting the increased revenues for the period.

Previous wording

SKSS SG&A expenses for the three months ended June 30, 2026 increased $4.0 million as compared to the same period in 2025 primarily driven by a $3.2 million increase in a legal reserve and increased commissions costs commensurate with the increase in revenues discussed above. As a percentage of revenues, these costs improved 1.3% due to the overall increase in segment revenues discussed above.

Current wording

SKSS SG&A expenses for the three months ended September 30, 2026 remained relatively flat. Labor and benefits related costs, driven by higher commission costs commensurate with the increase in revenues discussed above, were offset by reductions across several cost categories. As a percentage of revenues, these costs improved 2.7% due to the overall increase in segment revenues discussed above.

Previous wording

SKSS SG&A expenses for the six months ended June 30, 2026 increased $6.3 million as compared to the same period in 2025 primarily driven by the $3.2 million increase in a legal reserve as well as an increase in labor and benefits related costs, primarily driven by higher commissions costs commensurate with the increase in revenues discussed above. As a percentage of revenues, these costs remained relatively flat to the prior year period.

Current wording

SKSS SG&A expenses for the nine months ended September 30, 2026 increased $6.3 million as compared to the same period in 2025. This increase was primarily driven by a $3.2 million increase in a legal reserve in the second quarter of 2026 as well as a $2.7 million increase in labor and benefits related costs, driven by higher commission costs commensurate with the increase in revenues discussed above. As a percentage of revenues, these costs improved compared to the prior year period.

Previous wording

We manage our Corporate SG&A expenses commensurate with our overall total performance and direct revenues levels. Corporate SG&A expenses for the three months ended June 30, 2026 increased $3.9 million as compared to the same period in the prior year. The increase in Corporate SG&A expenses was primarily attributable to a $3.2 million increase in labor and benefits related costs driven by higher incentive compensation. For the year, we anticipate that these Corporate SG&A expenses will trend slightly higher than the prior year but will remain flat as a percentage of revenues.

Current wording

We manage our Corporate SG&A expenses commensurate with our overall total performance and direct revenues levels. Corporate SG&A expenses for the three months ended September 30, 2026 increased $15.6 million as compared to the same period in the prior year and as a percentage of revenues these costs remained relatively flat. The increase in Corporate SG&A expenses was primarily attributable to a $6.2 million increase in integration and strategic project costs for which we expect to derive long-term benefits. Additionally, labor and benefits related costs increased $3.1 million driven by higher incentive compensation. Severance costs, primarily related to acquisitions, increased $2.3 million. The remaining increases were spread across various cost categories and included additional costs for acquired businesses.

Previous wording

Corporate SG&A expenses for the six months ended June 30, 2026 increased $8.8 million as compared to the same period in the prior year, attributable to an $8.3 million increase in labor and benefits-related costs driven by higher incentive compensation. For the six months ended June 30, 2026, total integration costs related to acquisitions completed during the period and strategic projects for which we expect to derive long term benefits were $4.4 million. Additionally, severance costs, primarily due to acquisitions completed during the period, were $1.9 million. For the six months ended June 30, 2025, total severance and integration costs were $4.2 million. The remaining change was a decrease in Corporate SG&A expenses for the six months ended June 30, 2026 which was spread across various cost categories.

Current wording

Corporate SG&A expenses for the nine months ended September 30, 2026 increased $24.4 million as compared to the same period in the prior year and as a percentage of revenues these costs remained flat. The increase in Corporate SG&A expenses was primarily attributable to a $13.4 million increase in labor and benefits related costs driven by higher incentive compensation. For the nine months ended September 30, 2026, total integration and strategic project costs were $13.5 million, an increase of $9.1 million from the same period in 2025 primarily due to acquisitions completed in 2026.

Previous wording

Depreciation and amortization for the three months ended June 30, 2026 increased by $5.5 million from the comparable period in 2025 due to incremental depreciation for assets placed in service to support the growth of the business and higher finance lease amortization. Incremental amortization of intangibles acquired in acquisitions completed during the first six months of 2026 comprised the majority of the increase in amortization of permits and other intangible assets for the three months ended June 30, 2026.

Current wording

Depreciation and amortization for the three and nine months ended September 30, 2026 increased by $8.0 million and $17.3 million respectively from the comparable period in 2025 due to incremental depreciation for assets placed in service to support the growth of the business and higher finance lease amortization. Incremental amortization of intangibles acquired in acquisitions completed during the first nine months of 2026 comprised the majority of the increase in amortization of permits and other intangible assets for the three and nine months ended September 30, 2026.

Previous wording

Interest expense, net of interest income for the six months ended June 30, 2026 decreased $2.1 million from the comparable period in 2025 primarily due to lower interest rates on our SOFR-based debt partially offset by lower interest income.

Current wording

Interest expense, net of interest income for the nine months ended September 30, 2026 remained relatively consistent with the prior period, primarily due to lower interest rates on our SOFR-based debt, partially offset by lower interest income.

Previous wording

As of June 30, 2026, the effective interest rate on our debt was 5.2%. For the remainder of 2026, we expect interest expense, net of interest income to continue to be lower than the prior year assuming current rates and our current debt portfolio. For additional information regarding our current portfolio of long-term debt, see Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements.

Current wording

For the remainder of 2026, after adjusting for the financing activities that took place in early October 2026 and the repayment of the revolving credit facility, the weighted average interest rate of our debt portfolio is approximately 5.4%, assuming current rates. For additional information regarding our current portfolio of long-term debt, see Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements.

Previous wording

For the three months ended June 30, 2026, the provision for income taxes increased $16.0 million compared to the same period in 2025. This increase was driven by higher pre-tax income in the current year period.

Current wording

For the three months ended September 30, 2026, the provision for income taxes increased $32.1 million compared to the same period in 2025. This increase was driven by higher pre-tax income in the current year period.

Previous wording

For the six months ended June 30, 2026, the provision for income taxes increased $21.2 million compared to the same period in 2025. This increase was driven by both higher pre-tax income as well as a higher effective tax rate in 2026. In the first quarter of 2025, our effective tax rate was favorably impacted by a one-time tax benefit related to a change in estimate for a remedial liability.

Current wording

For the nine months ended September 30, 2026, the provision for income taxes increased $53.3 million compared to the same period in 2025. This increase was driven by both higher pre-tax income as well as a slightly higher effective tax rate in 2026. In the first quarter of 2025, our effective tax rate was favorably impacted by a one-time tax benefit related to a change in estimate for a remedial liability.

Previous wording

Net cash from operating activities for the six months ended June 30, 2026 was $245.5 million as compared to $209.6 million in the same period of 2025. This $35.8 million increase in operating cash flows was primarily driven by higher operating income, which was partially offset by higher working capital balances for the six months ended June 30, 2026 compared to the same period in 2025, reflecting the strong revenue growth and timing of collections.

Current wording

Net cash from operating activities for the nine months ended September 30, 2026 was $664.7 million as compared to $511.6 million in the same period of 2025. This $153.0 million increase in operating cash flows was primarily driven by higher operating income. Higher working capital balances for the nine months ended September 30, 2026 compared to the same period in 2025 partially offset these cash flow increases.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 was $560.5 million, an increase of $359.8 million from the comparable period in 2025. This increase was driven by $357.6 million of cash paid in 2026 to acquire certain businesses from Depot Connect International and the acquisition of Terra Nova Solutions as well as a $16.3 million increase in additions to property, plant and equipment, net of proceeds from sale and disposal of fixed assets. Partially offsetting these higher cash outflows was a $14.3 million increase in net cash inflows due to the timing of transactions within our wholly-owned captive insurance company for the six months ended June 30, 2026 compared to the same period in 2025.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was $1,046.6 million, an increase of $770.0 million from the comparable period in 2025. This increase was driven by $689.0 million of cash paid in 2026 to acquire certain businesses from Depot Connect International, Terra Nova Solutions, Western Oil, and ES&H as well as a $101.1 million increase in additions to property, plant and equipment, net of proceeds from sale and disposal of fixed assets. Partially offsetting these higher cash outflows was a $21.4 million increase in net cash inflows due to the timing of transactions within our wholly-owned captive insurance company for the nine months ended September 30, 2026 compared to the same period in 2025.

Previous wording

Net cash used in financing activities for the six months ended June 30, 2026 was $98.2 million, as compared to $101.2 million for the six months ended June 30, 2025, a decrease of $2.9 million. This decrease compared to the prior year period was primarily due to $14.9 million less in cash paid for repurchases of common stock partially offset by an $8.7 million increase in payments on finance lease liabilities.

Current wording

Net cash used in financing activities for the nine months ended September 30, 2026 was $15.7 million, as compared to $166.5 million for the nine months ended September 30, 2025, a decrease of $150.9 million. This decrease in cash used in financing activities was driven by $120.0 million in borrowings under our revolving credit facility as well as a $39.9 million reduction in cash paid for repurchases of common stock in 2026. These changes were partially offset by a $13.0 million increase in payments on finance lease liabilities.

Previous wording

Management considers adjusted free cash flow, a non-GAAP measure, to be a measure of liquidity that provides useful information to management, creditors and investors about our financial strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. We define adjusted free cash flow as net cash from operating activities, less additions to property, plant and equipment, plus proceeds from sales or disposals of fixed assets. When necessary, management adjusts for the cash impact of items derived from non-operating activities. Additionally, adjusted free cash flow excludes significant one-time growth investments, as they are not indicative of free cash flow generation for the current period. For 2026, these significant strategic growth investments include current year spend on (i) the multi-year construction of a Solvent De-Asphalting unit, or SDA, adjacent to our East Chicago, Indiana re-refinery, (ii) our multi-year vacuum truck fleet expansion project and (iii) our multi-year investment in specialty assets to support our data center market offering. We expect to spend approximately $85 million, $25 million and $10 million, respectively, in 2026 for these projects from which we expect to realize future long-term benefits. In 2025, significant strategic growth investments included spend on the SDA project and the acquisition and build out of a hub facility in Phoenix, Arizona, which we refer to as our Phoenix Hub. Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore, our measurements of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.

Current wording

Management considers adjusted free cash flow, a non-GAAP measure, to be a measure of liquidity that provides useful information to management, creditors and investors about our financial strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. We define adjusted free cash flow as net cash from operating activities, less additions to property, plant and equipment, plus proceeds from sales or disposals of fixed assets. When necessary, management adjusts for the cash impact of items derived from non-operating activities. Additionally, adjusted free cash flow excludes significant one-time growth investments, as they are not indicative of free cash flow generation for the current period. For 2026, these significant strategic growth investments include current year spend on (i) the multi-year construction of a Solvent De-Asphalting unit, or SDA, adjacent to our East Chicago, Indiana re-refinery, (ii) our multi-year vacuum truck fleet expansion project, (iii) the acquisition and build out of a facility in Compton, California, which we refer to as our L.A. Hub, and (iv) our multi-year investment in specialty assets to support our data center market offering. We expect to spend approximately $50 million, $25 million, $55 million and $15 million, respectively, in 2026 for these projects from which we expect to realize future long-term benefits. In 2025, significant strategic growth investments included spend on the SDA project and the acquisition and build out of a hub facility in Phoenix, Arizona, which we refer to as our Phoenix Hub. Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore, our measurements of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.

Previous wording

At June 30, 2026, cash and cash equivalents and marketable securities totaled $516.7 million, which includes cash and cash equivalents held by our U.S. operations of $402.0 million in addition to $114.7 million held by our Canadian subsidiaries. Our U.S. operations had net operating cash flows of $261.0 million for the six months ended June 30, 2026.

Current wording

At September 30, 2026, cash and cash equivalents and marketable securities totaled $516.6 million, which includes cash and cash equivalents held by our U.S. operations of $397.0 million in addition to $119.6 million held by our Canadian subsidiaries. Our U.S. operations had net operating cash flows of $666.0 million for the nine months ended September 30, 2026.

Previous wording

Capital expenditures during the first six months of 2026 were $224.6 million. We anticipate 2026 capital spending, net of disposals, will be in the range of $490.0 million to $550.0 million, including the strategic growth investment spend in 2026 outlined in the table below. We’ve increased this range during the second quarter of 2026 to account for additional investments for key market opportunities.

Current wording

Capital expenditures during the first nine months of 2026 were $397.5 million. We anticipate 2026 capital spending, net of disposals, will be in the range of $515.0 million to $575.0 million, including the strategic growth investment spend in 2026 outlined in the table below.

Previous wording

The following table summarizes our current key strategic growth investments, including: 2025 full-year expenditures, 2026 expenditures through June 30, 2026, total 2026 expected expenditures, expected full project cost and expected completion date:

Current wording

The following table summarizes our current key strategic growth investments:

Previous wording

The three strategic growth investments outlined in the table above are considered projects from which we expect to realize future long-term benefits once placed in service. These are incremental to the capital expenditures needed to maintain current operations.

Current wording

The four strategic growth investments outlined in the table above are considered projects from which we expect to realize future long-term benefits once placed in service. These are incremental to the capital expenditures needed to maintain current operations.

Previous wording

As of June 30, 2026, our financing arrangements included (i) $1.3 billion of secured senior term loans due 2032, (ii) $300.0 million of 5.125% unsecured senior notes due 2029, (iii) $500.0 million of 6.375% unsecured senior notes due 2031, and (iv) $745.0 million of 5.750% unsecured senior notes due 2033. As noted above, we also maintain our $600.0 million revolving credit facility with no loans outstanding as of June 30, 2026.

Current wording

Financing arrangements are discussed in Note 11, “Financing Arrangements,” to our unaudited consolidated financial statements included in this report. As discussed therein, we issued $600.0 million aggregate principal amount of 6.250% unsecured senior notes due 2034 in October 2026 to fund our recent acquisitions of EnviroServe and ES&H. Including the impact of the October 2026 financing transaction, the earliest maturity of our debt portfolio is 2029. As of September 30, 2026, our financing arrangements included (i) $1.3 billion of secured senior term loans due 2032, (ii) $300.0 million of 5.125% unsecured senior notes due 2029, (iii) $500.0 million of 6.375% unsecured senior notes due 2031 and (iv) $745.0 million of 5.750% unsecured senior notes due 2033. Also, as noted above, we maintain our $600.0 million revolving credit facility with $120.0 million loans outstanding as of September 30, 2026, which were repaid in October 2026. We will continue to monitor our debt instruments and evaluate opportunities where it may be beneficial to refinance or reallocate the portfolio.

Previous wording

During the three and six months ended June 30, 2026, we repurchased and retired 84,023 and 171,189 shares, respectively, of our common stock for total expenditures of $25.0 million and $50.0 million, respectively. During the three and six months ended June 30, 2025, we repurchased and retired 61,657 and 318,130 shares, respectively, of our common stock for total expenditures of $11.8 million and $66.8 million, respectively. On February 18, 2026, our Board of Directors authorized a $350.0 million expansion of our share repurchase program. As of June 30, 2026, $549.4 million remained available for the repurchase of shares.

Current wording

During the three and nine months ended September 30, 2026, we repurchased and retired 81,576 and 252,765 shares, respectively, of our common stock for total expenditures of $25.0 million and $75.0 million, respectively. During the three and nine months ended September 30, 2025, we repurchased and retired 208,206 and 526,336 shares, respectively, of our common stock for total expenditures of $50.0 million and $116.8 million, respectively. On February 18, 2026, our Board of Directors authorized a $350.0 million expansion of our share repurchase program. As of September 30, 2026, $524.4 million remained available for the repurchase of shares.

Previous wording

Total environmental liabilities as of June 30, 2026 were $230.8 million, relatively flat to the balance as of December 31, 2025. Despite remaining relatively consistent, the environmental liability balance increased $7.0 million from accretion and $2.1 million from new environmental liabilities and decreased due to expenditures of $7.1 million and reductions in environmental liability estimates of $1.7 million.

Current wording

Total environmental liabilities as of September 30, 2026 were $232.7 million, an increase of $2.0 million compared to December 31, 2025. During the nine months ended September 30, 2026, the environmental liability balance increased due to $10.6 million from accretion and $4.8 million from new environmental liabilities. These increases were partially offset by expenditures of $9.8 million and reductions in environmental liability estimates of $3.4 million.

Previous wording

We obtain standby letters of credit as security for financial assurances we have been required to provide to regulatory bodies for our hazardous waste facilities and which would be called only in the event that we fail to satisfy closure, post-closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. As of June 30, 2026, we had outstanding letters of credit totaling $139.2 million. See Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements.

Current wording

We obtain standby letters of credit as security for financial assurances we have been required to provide to regulatory bodies for our hazardous waste facilities and which would be called only in the event that we fail to satisfy closure, post-closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. As of September 30, 2026, we had outstanding letters of credit totaling $144.5 million. See Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements.

Previous wording

In the first six months of 2026, there were no material changes to the information provided under the heading “Critical Accounting Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2025. For more information regarding our accounting policies, please refer to Note 2, “Significant Accounting Policies” to the accompanying unaudited consolidated financial statements.

Current wording

In the first nine months of 2026, there were no material changes to the information provided under the heading “Critical Accounting Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2025. For more information regarding our accounting policies, please refer to Note 2, “Significant Accounting Policies” to the accompanying unaudited consolidated financial statements.