CASELLA WASTE SYSTEMS INC

Previous wording

In addition, any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate, as well as management’s beliefs and assumptions, and should be read in conjunction with our consolidated financial statements and notes thereto. These forward-looking statements are not guarantees of future performance, circumstances or events. The occurrence of the events described and the achievement of the expected results depends on many events, some or all of which are not predictable or within our control. Actual results may differ materially from those set forth in the forward-looking statements.

Current wording

In addition, any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates”, “projects” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate, as well as management’s beliefs and assumptions, and should be read in conjunction with our consolidated financial statements and notes thereto. These forward-looking statements are not guarantees of future performance, circumstances or events. The occurrence of the events described and the achievement of the expected results depends on many events, some or all of which are not predictable or within our control. Actual results may differ materially from those set forth in the forward-looking statements.

Previous wording

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

Current wording

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

Previous wording

As of October 15, 2025, we owned and/or operated 81 solid waste collection operations, 71 transfer stations, 32 recycling facilities, eight Subtitle D landfills, two landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition (“C&D”) materials. We also housed two landfill gas-to-energy facilities, which are owned and operated by third parties, at landfills we owned and/or operated.

Current wording

As of April 15, 2026, we owned and/or operated 88 solid waste collection operations, 74 transfer stations, 34 recycling facilities, eight Subtitle D landfills, two landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition (“C&D”) materials. We also housed two landfill gas-to-energy facilities and four renewable natural gas (“RNG”), which are owned and operated by third parties, at landfills we owned and/or operated.

Previous wording

Revenues associated with our solid waste operations are derived mainly from fees charged to customers for solid waste collection and disposal services, including landfill, transfer station and transportation services, landfill gas-to-energy services, and processing services in the eastern United States. We derive a substantial portion of our collection revenues from commercial, industrial and municipal services that are generally performed under service agreements or pursuant to contracts with municipalities. The majority of our residential collection services are performed on a subscription basis with individual property owners or occupants. Landfill and transfer customers are charged a tipping fee on a per ton basis for disposing of their solid waste at our disposal facilities and transfer stations. We also generate and sell electricity at certain of our landfill facilities. We manage our resource renewal operations through the Resource Solutions operating segment, which includes processing services and services provided by our National Accounts business. Revenues from processing services are derived from customers in the form of processing fees, tipping fees, commodity sales, primarily comprised of newspaper, corrugated containers, plastics, ferrous and aluminum, and organic materials such as our earthlife® soils products including fertilizers, composts and mulches. Revenues from our National Accounts business are derived from brokerage services and overall resource management services providing a wide range of environmental services and resource management solutions to large and complex organizations, as well as traditional collection, disposal and recycling services provided to large account multi-site customers.

Current wording

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

Previous wording

The most significant items impacting the changes in our solid waste revenues during the three and nine months ended September 30, 2025 as compared to the prior year periods are summarized below:

Current wording

The most significant items impacting the change in our solid waste revenues during the three months ended March 31, 2026 as compared to the prior year period, are summarized below:

Previous wording

•Price increased solid waste revenues both quarterly and year-to-date, including higher collection pricing of $11.8 million quarterly, or 4.7% as a percentage of collection revenues, and $35.3 million year-to-date, or 5.1% as a percentage of collection revenues, and higher disposal pricing of $3.1 million quarterly, or 4.6% as a percentage of disposal revenues, and $9.6 million year-to-date, or 5.3% as a percentage of disposal revenues, associated with our landfills and transfer stations.

Current wording

•Price increased solid waste revenues, including higher collection pricing of $14.7 million, or 5.3% as a percentage of collection revenues, and higher disposal pricing of $2.3 million, or 4.7% as a percentage of disposal revenues.

Previous wording

•Acquisitions increased solid waste revenues due to the partial year impact of our acquisition of eight businesses in the nine months ended September 30, 2025, as well as the rollover impact of eight acquisitions completed in fiscal year 2024.

Current wording

•Acquisitions increased solid waste revenues due to the impact of the acquisition completed in the three months ended March 31, 2026, as well as the rollover impact of acquisitions completed in fiscal year 2025, due to the timing of when the acquisitions were completed.

Previous wording

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

Current wording

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

Previous wording

The most significant items impacting the changes in our cost of operations during the three and nine months ended September 30, 2025 as compared to the prior year periods are summ arized below:

Current wording

The most significant items impacting the change in our cost of operations during the three months ended March 31, 2026, as compared to the prior year period, are summ arized below:

Previous wording

•Direct operational costs increased in aggregate dollars primarily due to (i) acquisitions, (ii) higher year-to-date accruals related to insurance claims, which were lower on a quarterly basis, and legal penalties associated with leachate management at a landfill we own in our Eastern region, (iii) higher accretion expense associated with changes in the timing and cost estimates of our capping, closure and post-closure obligations, (iv) higher landfill operating lease amortization as well as host community fees and royalties related to higher landfill tonnages at a landfill we lease in our Western region, and (v) general cost inflation; partially offset by lower leachate disposal costs. See Note 8, Commitments and Contingenciesto our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the legal penalties accrual.

Current wording

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

Previous wording

•Fuel costs increased in aggregate dollars due to acquisitions, partially offset by lower average diesel fuel prices year-to-date. See Item 3. “Quantitative and Qualitative Disclosures about Market Risk” of this Quarterly Report on Form 10-Q for additional information regarding our fuel costs.

Current wording

•Fuel costs increased due to acquisitions and higher average diesel fuel prices. See Item 3. “Quantitative and Qualitative Disclosures about Market Risk” of this Quarterly Report on Form 10-Q for additional information regarding our fuel costs.

Previous wording

•Other operational costs increased in aggregate dollars due to (i) acquisitions, (ii) higher spending associated with supporting acquisition-related growth, and (iii) general cost inflation.

Current wording

•Other operational costs increased due to (i) acquisitions, (ii) higher spending associated with supporting business growth, including personnel related costs and (iii) general cost inflation; partially offset by lower short term rental costs.

Previous wording

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

Current wording

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

Previous wording

General and administration expense increased in aggregate dollars in the three and nine months ended September 30, 2025 as compared to the prior year periods, primarily due to (i) acquisition activity, including increased labor costs, consulting fees and other costs to support our growth and acquisition strategy, (ii) escalation of salary, wage, and benefit costs, (iii) higher accruals related to incentive compensation, and (iv) higher costs associated with information technology; partially offset by a decreased provision for expected credit losses, primarily in our Mid-Atlantic region related to improved aging of our accounts receivable, and lower year-to-date legal expense associated with employee separation.

Current wording

General and administration expense increased in aggregate dollars while decreasing as a percentage of revenues in the three months ended March 31, 2026 as compared to the prior year period, primarily due to (i) acquisition activity, including increased labor costs and other costs to support our growth and acquisition strategy, (ii) escalation of salary, wage, and benefit costs and (iii) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period; partially offset by lower accruals related to incentive compensation and lower expenses related to third-party professional services, including legal and accounting services.

Previous wording

Depreciation and amortization expense increased in the three and nine months ended September 30, 2025 as compared to the prior year periods, primarily due to (i) acquisitions, including the impact of amortization of acquired intangibles, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to higher landfill volumes in our Western and Mid-Atlantic regions, and changes in cost and other assumptions.

Current wording

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

Previous wording

In the three and nine months ended September 30, 2025, we recorded charges of $4.6 million and $16.6 million, respectively, and in the three and nine months ended September 30, 2024, we recorded charges of $5.5 million and $18.3 million, respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses. The nine months ended September 30, 2024 included a charge for an increase in the reserve against accounts receivable of the businesses acquired in our acquisition of the equity interests of four wholly-owned subsidiaries of GFL Environmental Inc. as a result of our inability to pursue collections during the transition services period with the seller, resulting in accounts receivable aged beyond what is typical in our business.

Current wording

In the three months ended March 31, 2026 and March 31, 2025, we recorded charges of $6.5 million and $5.5 million, respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses.

Previous wording

Our interest expense, net decreased $(0.5) million and $(1.6) million in the three and nine months ended September 30, 2025, respectively, as compared to the prior year periods primarily due to lower average interest rates, partially offset by higher average debt balances.

Current wording

Our interest expense, net increased $2.4 million in the three months ended March 31, 2026 as compared to the prior year period, primarily due to lower interest income related to lower average cash balances and, to a lesser extent, lower average interest rates.

Previous wording

Our provision for income taxes increased $1.3 million and decreased $(2.4) million in the three and nine months ended September 30, 2025, respectively, from the prior year periods. The provision of $4.3 million for the nine months ended September 30, 2025 included $1.1 million of current income tax expense and $3.2 million of deferred income tax expense. For the nine months ended September 30, 2024, the provision of $6.7 million included $3.3 million of current income tax expense and $3.4 million of deferred income tax expense. The 29.1% effective rate for the nine months ended September 30, 2025 was computed based on the statutory rate of 21% adjusted primarily for state taxes, non-deductible officer compensation, and an increase in the effective state rate due to tax losses in certain states requiring a valuation allowance; partially offset by tax deductible equity compensation in excess of book expense. This effective rate was lower than the 43.5% effective rate for the nine months ended September 30, 2024, primarily due to differences in the valuation allowance of net operating losses, state income taxes and other discrete items.

Current wording

Our benefit for income taxes was $(3.3) million in the three months ended March 31, 2026, which was the same amount in the prior year period. The March 31, 2026 benefit included $(0.1) million of current income tax benefit and $(3.2) million of deferred income tax benefit. For the three months ended March 31, 2025, the benefit of $(3.3) million included zero dollars of current income taxes and $(3.3) million of deferred income tax benefit. The 37.2% effective rate for the three months ended March 31, 2026 was computed based on the statutory rate of 21% adjusted primarily for state taxes, non-deductible officer compensation, and an increase in the effective state rate due to tax attributes in certain states requiring a valuation allowance; partially offset by tax deductible equity compensation in excess of book expense. The March 31, 2026 effective rate was lower than the 40.9% effective rate for the three months ended March 31, 2025, primarily due to differences in the valuation allowance of attributes, state income taxes and other discrete items.

Previous wording

On July 4, 2025, H.R.1 – One Big Beautiful Bill Act (The “OBBB Act”) was enacted. The OBBB Act addresses a wide range of changes including reinstating 100% bonus depreciation eligible for qualified assets. The OBBB Act also restores the EBITDA-based computation of interest expense limitations under Section 163(j) of the Internal Revenue Code among other income tax items; any interest expense limited may be carried forward indefinitely and utilized in later years subject to the interest limitation. We are still evaluating the impacts of the Bill, both federal and state.

Current wording

On July 4, 2025, H.R.1 – One Big Beautiful Bill Act (The “OBBB Act”) was enacted. The OBBB Act addresses a wide range of changes including reinstating 100% bonus depreciation eligible for qualified assets. The OBBB Act also restores the EBITDA-based computation of interest expense limitations under Section 163(j) of the Internal Revenue Code among other income tax items; any interest expense limited may be carried forward indefinitely and utilized in later years subject to the interest limitation. We have evaluated the impacts of the OBBB Act, both federal and state, for those provisions that impact the fiscal year ending December 31, 2026. We will continue to evaluate the impacts of the OBBB Act for any further changes relating to state conformity to OBBB Act for future years.

Previous wording

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJ Act”) was enacted. The TCJ Act significantly changed U.S. corporate income tax laws by, among other things, changing carryforward rules for net operating losses. Depending on bonus depreciation and other elections made on our 2024 federal tax return when filed, we project to carry no pre-2018 net operating losses into 2025. Federal net operating losses generated after 2017, totaling $83.2 million carried forward to 2025, will be carried forward indefinitely, but generally may only offset up to 80% of taxable income earned in a tax year.

Current wording

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJ Act”) was enacted. The TCJ Act significantly changed U.S. corporate income tax laws by, among other things, changing carryforward rules for net operating losses. Depending on bonus depreciation and other elections made on our 2025 federal tax return when filed, we project federal net operating losses generated of $123 million after 2017 and $1 million before 2017, totaling $124 million, to be carried forward to 2026. These will be carried forward indefinitely but generally the amount generated after 2017 may only offset up to 80% of taxable income earned in a tax year.

Previous wording

Operating income increased in the three and nine months ended September 30, 2025 by $8.6 million and $10.4 million, respectively, as compared to the prior year periods. The period-over-period increases were driven by (i) revenue growth, described above, (ii) the three and nine months ended September 30, 2024 including a charge related to the Southbridge Landfill, (iii) lower leachate disposal costs, and (iv) lower accruals related to incentive compensation; partially offset by (a) higher costs associated with operating and supporting acquired businesses, including the impact of amortization of acquired intangibles, (b) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, (c) higher year-to-date accruals related to insurance claims, which were lower quarterly, and legal penalties associated with leachate management at a landfill we own, (d) higher expense from acquisition activities, (e) increased depreciation expense due to acquisitions and investment in property and equipment, (f) lower contributions related to intercompany subcontracting with our National Accounts business, and (g) general cost inflation, including for disposal, labor, and maintenance costs.

Current wording

Operating income increased in the three months ended March 31, 2026 by $1.3 million as compared to the prior year period. The period-over-period increase was driven by (i) revenue growth, described above, (ii) the prior year period including legal penalties associated with leachate management at a landfill we own, (iii) lower expense from acquisition activities and (iv) lower short term rental expenses; partially offset by (a) higher costs associated with operating and supporting acquired businesses, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) lower contributions related to intercompany subcontracting with our National Accounts business and (d) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.

Previous wording

See Note 8, Commitments and Contingenciesto our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the legal penalties accrual. See further discussion about the expense from acquisition activities and the charge related to the Southbridge Landfill above in“Operating Expenses”.

Current wording

See Note 8, Commitments and Contingenciesand Note 11, Other Items and Chargesto our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding the legal penalties and the expense from acquisition activities, respectively.

Previous wording

Operating income increased in the three and nine months ended September 30, 2025 by $4.0 million and $10.6 million, respectively, as compared to the prior year periods. The period-over-period increases were due to (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, (iii) lower leachate disposal costs, (iv) lower expense from acquisition activities, and (v) lower equipment rental costs; partially offset by (a) higher directs costs associated with increased transfer station volumes, (b) higher costs associated with operating and supporting acquired businesses, including the impact of amortization of acquired intangibles, (c) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, and higher landfill volumes, (d) increased host community fees and royalties, (e) higher accruals related to insurance claims, (f) increased depreciation expense due to acquisitions and investment in property and equipment, and (g) general cost inflation, including for disposal, labor, and maintenance costs.

Current wording

Operating income increased in the three months ended March 31, 2026 by $4.4 million as compared to the prior year period. The period-over-period increase was due to (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, (iii) lower amortization of acquired intangibles, (iv) lower expense from acquisition activities, (v) lower expenses for parts and short term rentals and (iv) lower accrued incentive compensation; partially offset by (a) increased depreciation expense due to acquisitions and investment in property and equipment, (b) higher costs associated with operating and supporting acquired businesses, (c) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, and higher landfill volumes, (d) higher expenses related to insurance claims, (e) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period and (f) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.

Previous wording

Operating loss decreased in the three months ended September 30, 2025 by $0.5 million and increased in the nine months ended September 30, 2025 by $(2.0) million, as compared to the prior year periods. The period-over-period changes were due to (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, (iii) a decreased provision for expected credit losses related to improved aging of our accounts receivable, and (iv) lower expense from acquisition activities; partially offset quarterly and more than offset year-to-date due to (a) higher costs associated with operating and supporting acquired businesses, including the impact of amortization of acquired intangibles, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) higher landfill amortization expense due to higher landfill volumes, (d) general cost inflation, including for disposal, labor, and maintenance costs, and (e) higher accruals related to insurance claims year-to-date.

Current wording

Operating loss decreased in the three months ended March 31, 2026 by $0.4 million as compared to the prior year period. The period-over-period change was due to (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, (iii) lower expenses for parts and short term rentals, (iv) lower expense from acquisition activities, (v) lower expenses related to repairs performed by third parties and (vi) lower amortization of acquired intangibles; partially offset by (a) higher costs associated with operating and supporting acquired businesses, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period, (d) higher expenses related to insurance claims and (e) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.

Previous wording

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

Current wording

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

Previous wording

Operating loss increased in the three and nine months ended September 30, 2025 by $(9.4) million and $(24.3) million, respectively, as compared to the prior year periods. The period-over-period increases were due to (i) higher costs associated with supporting acquired businesses, (ii) general cost inflation for salaries, wages, benefits and other overhead costs including those associated with information technology, marketing, sales and community relations efforts, (iii) higher accruals related to incentive compensation, (iv) higher depreciation expense associated with back office financial system infrastructure and (v) higher expense from acquisition activities; partially offset by lower legal expense associated with employee separation and lower accruals related to insurance claims.

Current wording

Operating loss increased in the three months ended March 31, 2026 by $(3.4) million as compared to the prior year period. The period-over-period increase was due to (i) higher expense from acquisition activities (ii) higher costs associated with supporting acquired businesses, (iii) general cost inflation for salaries, wages, benefits and other overhead costs including those associated with marketing, sales and community relations efforts and (iv) higher depreciation expense associated with back office financial system infrastructure; partially offset by (a) lower accrued incentive compensation, (b) lower expenses related to third-party professional services including legal and accounting services and (c) lower expense from insurance claims.

Previous wording

We continually monitor our actual and forecasted cash flows, our liquidity, and our capital requirements in order to properly manage our liquidity needs as we move forward based on the capital intensive nature of our business and our growth acquisition strategy. As of September 30, 2025, we had $673.4 million of available and undrawn capacity under our $700.0 million revolving credit facility (“Revolving Credit Facility”) and $192.7 million of cash and cash equivalents to help meet our short-term and long-term liquidity needs. We expect existing cash and cash equivalents combined with available cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.

Current wording

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

Previous wording

A summary of consolidated balance sheets items relevant to our liquidity (in millions) follows:

Current wording

A summary of consolidated balance sheet items relevant to our liquidity (in millions) follows:

Previous wording

Current assets, excluding cash, cash equivalents and restricted cash, increased $25.4 million and current liabilities, excluding current maturities of debt, increased $7.5 million in the nine months ended September 30, 2025, resulting in a $17.9 million increase in working capital, net (defined as current assets, excluding cash, cash equivalents and restricted cash minus current liabilities, excluding current maturities of debt), from $(34.7) million as of December 31, 2024 to $(16.8) million as of September 30, 2025.

Current wording

Current assets, excluding cash and cash equivalents, decreased $(12.7) million, and current liabilities, excluding current maturities of debt, decreased $(32.8) million in the three months ended March 31, 2026, resulting in a $20.1 million increase in working capital, net (defined as current assets, excluding cash and cash equivalents minus current liabilities, excluding current maturities of debt), from $(22.7) million as of December 31, 2025 to $(2.6) million as of March 31, 2026.

Previous wording

Net cash provided by operating activities increased $61.6 million in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This was the result of business growth, including from acquisition activity, and a slight decrease in the unfavorable cash flow impact associated with the changes in our assets and liabilities, net of effects of acquisitions and divestitures. For discussion of our operational performance in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, see “Results of Operations” above.

Current wording

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

Previous wording

Acquisitions, net of cash acquired. In the nine months ended September 30, 2025, we acquired eight businesses, which included $(217.2) million of cash consideration, and made $(0.3) million in payments on businesses previously acquired, as compared to the nine months ended September 30, 2024 during which we acquired five businesses, which included $(261.2) million of cash consideration, made $(0.9) million in payments on businesses previously acquired and received a $2.9 million working capital settlement on a business previously acquired.

Current wording

Acquisitions, net of cash acquired. In the three months ended March 31, 2026, we acquired one business, which included $(93.1) million of cash consideration, and made $(1.5) million in payments on businesses previously acquired, as compared to the three months ended March 31, 2025 during which we acquired three businesses, which included $(103.5) million of cash consideration and made $(0.1) million in cash payments on businesses previously acquired.

Previous wording

Capital expenditures. Capital expenditures were $(61.4) million higher in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to acquisition activity and increased investment in our fleet and facilities; partially offset by lower landfill development spend, including the development of rail side infrastructure at our Subtitle D landfill located in Mount Jewitt, Pennsylvania.

Current wording

Capital expenditures. Capital expenditures were $5.5 million lower in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower spend related to acquisition activity; partially offset by increased investment in our fleet, as well as the timing of rail capital expenditures related to our Subtitle D landfill located in Mount Jewitt, Pennsylvania.

Previous wording

Debt activity. Net cash used in financing activities associated with debt activity decreased $37.8 million in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to the timing of financing activities related to our industrial revenue bonds and entering into a second amended and restated credit agreement (the “Credit Agreement”), which amended and restated in its entirety our amended and restated credit agreement (the “Existing Credit Agreement”) in the prior year period, and debt payments, including quarterly debt repayments on the term loan facilities associated with the Existing Credit Agreement in the prior year period. See Note 7, Debtto our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding financing activities.

Current wording

See Note 7, Debtto our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding financing activities.

Previous wording

Payment of debt issuance costs. We paid $(2.2) million of debt issuance costs in the nine months ended September 30, 2025 related to financing activities associated with our industrial revenue bonds and $(6.4) million of debt issuance costs in the nine months ended September 30, 2024 related to refinancing activities associated with entering into the Credit Agreement. See Note 7, Debtto our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding financing activities.

Current wording

Payment of debt issuance costs. We paid $0.7 million of debt issuance costs in the three months ended March 31, 2025 primarily related to the issuance of Vermont Bonds 2022A-2.

Previous wording

(1)The maximum consolidated net leverage ratio is calculated as consolidated funded debt, net of up to $100.0 million of unencumbered cash and cash equivalents (calculated at $1,061.5 million as of September 30, 2025, or $1,161.5 million of consolidated funded debt less $100.0 million total of unencumbered cash and cash equivalents), divided by consolidated EBITDA. Consolidated EBITDA is based on operating results for the twelve months preceding the measurement date of September 30, 2025. Consolidated funded debt, net and consolidated EBITDA as defined by the Credit Agreement (“Consolidated EBITDA”) are non-GAAP financial measures that should not be considered an alternative to any measure of financial performance calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”). A reconciliation of net cash provided by operating activities to Consolidated EBITDA is as follows (in millions):

Current wording

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

Previous wording

Based on the seasonality of our business, operating results in the late fall, winter and early spring months are generally lower than the remainder of our fiscal year. Given the cash flow impact that this seasonality, the capital intensive nature of our business and the timing of debt payments has on our business, we typically incur higher debt borrowings in order to meet our liquidity needs during these times. Consequently, our availability and performance against our financial covenants may tighten during these times as well.

Current wording

Based on the seasonality of our business, operating results in the late fall, winter and early spring months are generally lower than the remainder of our fiscal year. Given the cash flow impact that this seasonality, the capital intensive nature of our business and the timing of debt payments has on our business, we may incur higher debt borrowings in order to meet our liquidity needs during these times. Consequently, our availability and performance against our financial covenants may tighten during these times as well.

Previous wording

As of September 30, 2025, we had outstanding $273.5 million aggregate principal amount of tax exempt bonds; $86.9 million aggregate principal amount of finance leases; and $1.1 million aggregate principal amount of notes payable.

Current wording

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

Previous wording

Our revenues historically have been higher in the late spring, summer and early fall months. This seasonality reflects lower volumes of waste in the late fall, winter and early spring months primarily because the volume of waste relating to C&D activities decreases substantially during the winter months in the northeastern United States.

Current wording

Our revenues historically have been higher in the late spring, summer and early fall months. This seasonality reflects lower volumes of waste in the late fall, winter and early spring months because the volume of waste relating to C&D activities decreases substantially during the winter months in the northeastern United States.

Previous wording

Our financial statements have been prepared in accordance with GAAP and necessarily include certain estimates and judgments made by management. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our critical accounting estimates are more fully discussed in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Form 10-K for the fiscal year 2024.

Current wording

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