CASELLA WASTE SYSTEMS INC

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework in 2013. Based on its assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting is effective based on those criteria. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by RSM US LLP, an independent registered public accounting firm. RSM US LLP has issued an attestation report on our internal control over financial reporting, which is included herein.

We completed the acquisitions of four wholly owned subsidiaries of GFL Environmental Inc. ("GFL Subsidiaries") on June 30, 2023; Consolidated Waste Services, LLC and its affiliates (dba Twin Bridges) ("Twin Bridges") on September 1, 2023; Taylor Garbage Services, Inc. and Southern Tier Recyclers, Inc. (collectively "Taylor") on August 1, 2023; and Pinard Waste Systems Co., Inc.(dba Pinard Waste Systems) and Group Pinard, LLC. (collectively "Pinard") on September 1, 2023. Since we have not yet fully incorporated the internal controls and procedures of the GFL Subsidiaries, Twin Bridges, Taylor and Pinard into our internal control over financial reporting, management excluded the GFL Subsidiaries, Twin Bridges, Taylor and Pinard from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. Collectively, the GFL Subsidiaries, Twin Bridges, Taylor and Pinard constituted approximately 34% of our total assets as of December 31, 2023 and 10% of our total revenues for the year ended December 31, 2023.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting occurred during the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.