CASELLA WASTE SYSTEMS INC

Previous 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.

Current wording

As of July 15, 2026, we owned and/or operated 89 solid waste collection operations, 75 transfer stations, 35 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 and five renewable natural gas (“RNG”) facilities, which are owned and operated by third parties, at landfills we owned and/or operated.

Previous 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.

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 at certain of our landfill facilities.

Previous wording

(1)In the three months ended March 31, 2026, we revised the presentation of our service lines to remove the transportation service line from the disposal caption and present it separately. Disposal now consists of the landfill and transfer station service lines. Prior period information has been updated to conform to the current period presentation.

Current wording

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

Previous wording

(2)In the three months ended March 31, 2026, we realigned a business unit related to organic materials brokerage operations within our Resource Solutions operating segment from the National Accounts service line to the processing service line. Certain prior period amounts have been reclassified between such service lines to conform to the current period presentation.

Current wording

(2)In the six months ended June 30, 2026, we realigned a business unit related to organic materials brokerage operations within our Resource Solutions operating segment from the National Accounts service line to the processing service line. Amounts disclosed for the three and six months ended June 30, 2025 have been updated to conform to the current period presentation.

Previous 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:

Current wording

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

Previous 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.

Current wording

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

Previous wording

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

Current wording

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

Previous 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.

Current wording

•Acquisitions increased solid waste revenues both quarterly and year-to-date due to the partial year impact of our acquisition of four businesses in the six months ended June 30, 2026, and 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 change in Resource Solutions revenues.

Current wording

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

Previous 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:

Current wording

The most significant items impacting the changes in our cost of operations during the three and six months ended June 30, 2026, as compared to the prior year periods, are summ arized below:

Previous wording

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

Current wording

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

Previous 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.

Current wording

•Direct operational costs increased in aggregate dollars and decreased as a percentage of revenues primarily due to (i) acquisitions, (ii) higher expenses related to insurance claims, (iii) higher landfill operating lease amortization related to higher landfill tonnages at a landfill in our Western region, (iv) higher accretion expense associated with changes in the timing and cost estimates of our capping, closure and post-closure obligations, (v) higher leachate disposal costs, primarily in our Western region and (vi) general cost inflation; partially offset in aggregate dollars due to (a) lower short term rental expenses, (b) 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 (c) the prior year periods including legal penalties associated with leachate management at a landfill we own in our Eastern region. See Note 9, Commitments and Contingenciesand Note 12, 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

•Maintenance and repair costs increased in aggregate dollars due to acquisitions and higher personnel related costs; partially offset by lower expenses for parts and short term rentals.

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

In the three and six months ended June 30, 2026, we recorded charges of $6.1 million and $12.6 million, respectively, and in the three and six months ended June 30, 2025, we recorded charges of $6.5 million and $12.0 million, respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Our interest expense, net increased $4.4 million and $6.8 million in the three and six months ended June 30, 2026, respectively, as compared to the prior year periods, primarily from lower interest income related to lower average cash balances and increased interest expense due to borrowings made under our revolving credit facility (“Revolving Credit Facility”) in the six months ended June 30, 2026.

Previous 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.

Current wording

Our (benefit) provision for income taxes increased $(2.1) million in both the three and six months ended June 30, 2026, compared to the prior year periods, resulting in a benefit for income taxes in both the three and six months ended June 30, 2026. The benefit for income taxes was $(3.7) million for the six months ended June 30, 2026. For the six months ending June 30, 2025, the benefit from income taxes was $(1.6). The 67.6% effective rate for the six months ended June 30, 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 June 30, 2026, effective rate was lower than the 131.9% effective rate for the six months ended June 30, 2025, primarily due to differences in the valuation allowance of attributes, state income taxes and other discrete items.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Operating income increased in the three and six months ended June 30, 2026 by $0.1 million and $1.4 million, respectively, as compared to the prior year periods. The period-over-period increases were driven by (i) revenue growth, described above, (ii) the prior year periods including legal penalties associated with leachate management at a landfill we own, (iii) lower short term rental expenses year-to-date and (iv) higher contributions related to intercompany activity, inclusive of subcontracting with our National Accounts business; partially offset by (a) higher expense from acquisition activities, (b) higher costs associated with operating and supporting acquired businesses, including personnel and facility related expenses as well as higher amortization of acquired intangibles, (c) increased depreciation expense due to acquisitions and investment in property and equipment, (d) a higher provision for expected credit losses attributable to revenues growth combined with favorable shifts in the receivables aging buckets observed in the prior year periods, (e) higher expenses related to insurance claims and (f) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.

Previous wording

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

Current wording

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

Previous wording

Solid waste revenues increased in the three months ended March 31, 2026 as compared to the prior year period, primarily driven by (i) higher collection pricing of $4.8 million, or 5.9% as a percentage of collection revenues, (ii) higher surcharges and other fees due to higher E&E Fee revenues associated with our fuel cost recovery program related to higher diesel fuel prices and higher SRA Fee revenues from lower recycled commodity prices as compared to the prior year period, combined with higher participation levels in our fee programs, (iii) the contribution from acquisitions and (iv) higher disposal pricing of $0.8 million, or 4.1% as a percentage of disposal revenues; partially offset by (a) lower disposal volumes of $(1.1) million, or (5.6)% as a percentage of disposal revenues, as well as (b) lower collection volumes of $(0.7) million, or (0.9)% as a percentage of collection revenues.

Current wording

Solid waste revenues increased in the three and six months ended June 30, 2026 as compared to the prior year periods, primarily driven by (i) higher collection pricing of $8.4 million quarterly, or 6.6% as a percentage of collection revenues, and $15.6 million year-to-date, or 6.3% as a percentage of collection revenues, (ii) higher surcharges and other fees due to higher E&E Fee revenues associated with our fuel cost recovery program related to higher diesel fuel prices and higher SRA Fee revenues due to lower recycled commodity prices as compared to the prior year periods, combined with higher participation levels in our fee programs, (iii) the contribution from acquisitions, (iv) higher disposal pricing of $1.7 million quarterly, or 4.7% as a percentage of disposal revenues, and $3.0 million year-to-date, or 4.8% as a percentage of disposal revenues, and (v) higher disposal volume of $1.0 million quarterly, or 2.8% as a percentage of disposal revenues, and $0.2 million year-to-date, or 0.3% as a percentage of disposal revenues, primarily related to higher landfill volumes, partially offset by lower transfer station volumes; partially offset by (a) lower collection volume of $(2.6) million quarterly, or (2.1)% as a percentage of collection revenues, and $(4.6) million year-to-date, or (1.9)% as a percentage of collection revenues, and (b) lower other volumes of $(0.4) million quarterly, or (7.2)% as a percentage of other revenues, and $(1.1) million year-to-date, or (8.7)% as a percentage of other revenues, primarily related to transportation volumes.

Previous 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.

Current wording

Operating income increased in the three and six months ended June 30, 2026 by $7.4 million and $11.8 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 activity, inclusive of subcontracting with our National Accounts business, (iii) lower amortization of acquired intangibles, (iv) lower expense from acquisition activities, (v) lower expenses for short term rentals, (vi) lower outside labor costs and (vii) lower accrued incentive compensation; partially offset by (a) increased depreciation expense due to acquisitions and investment in property and equipment, (b) higher costs associated with operating and supporting acquired businesses, including personnel and facility related expenses, (c) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our accrued final capping, closure and post-closure obligations and higher landfill volumes, (d) higher expenses related to insurance claims, (e) a higher provision for expected credit losses attributable to revenues growth, (f) higher leachate disposal costs and (g) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs, including repairs performed by third parties.

Previous wording

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

Current wording

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

Previous wording

Solid waste revenues increased in the three months ended March 31, 2026 as compared to the prior year period, primarily driven by the contribution from acquisitions and higher collection pricing of $2.7 million, or 3.6% as a percentage of collection revenues; partially offset by lower collection volumes of $(3.1) million, or (4.1)% as a percentage of collection revenues and the internal transfer of customers and associated revenues previously managed under the Mid-Atlantic operating segment to the Resource Solutions operating segment.

Current wording

Solid waste revenues increased in the three and six months ended June 30, 2026 as compared to the prior year periods, primarily driven by (i) the contribution from acquisitions, (ii) higher collection pricing of $3.8 million quarterly, or 4.7% as a percentage of collection revenues, and $6.6 million year-to-date, or 4.2% as a percentage of collection revenues, (iii) higher disposal volumes of $0.1 million quarterly, or 5.4% as a percentage of disposal revenues, and $0.2 million year-to-date, or 8.5% as a percentage of disposal revenues, and (iv) higher disposal pricing of $0.1 million quarterly or 5.0% as a percentage of disposal revenues, and $0.2 million year-to-date, or 6.9% as a percentage of disposal revenues; partially offset by (a) lower collection volumes of $(0.4) million quarterly, or (0.5)% as a percentage of collection revenues, and $(3.5) million year-to-date, or (2.2)% as a percentage of collection revenues, and (b) the internal transfer of customers and associated revenues previously managed under the Mid-Atlantic operating segment to the Resource Solutions operating segment.

Previous 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.

Current wording

Operating loss decreased in the three and six months ended June 30, 2026 by $3.7 million and $4.0 million, respectively, as compared to the prior year periods. The period-over-period decreases were due to (i) revenue growth, described above, (ii) higher contributions related to intercompany activity, inclusive of subcontracting with our National Accounts business, (iii) lower expenses for parts and short term rentals, (iv) lower expense from acquisition activities, (v) lower expenses year-to-date related to repairs performed by third parties, (vi) lower accrued incentive compensation, (vii) lower outside labor costs and (viii) lower amortization of acquired intangibles; partially offset by (a) higher costs associated with operating and supporting acquired businesses, including personnel and facility related expenses, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) a higher provision for expected credit losses attributable to revenues growth combined with favorable shifts in the receivables aging buckets observed in the prior year periods, (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 change 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 changes in Resource Solutions revenues (dollars in millions and as percentage growth of Resource Solutions revenues) follows:

Previous wording

Resource Solutions revenues increased in the three months ended March 31, 2026 as compared to the prior year period, primarily driven by (i) higher National Accounts business volumes related to new business growth of $4.2 million, or 11.2% as a percentage of National Accounts revenues, (ii) higher tipping fees of $1.8 million, or 6.8% as a percentage of related revenues, primarily related to contract structures that help to offset recycled commodity price movements, (iii) higher other processing volumes of $1.7 million, or 9.3% as a percentage of related revenues, (iv) National Accounts business pricing growth of $1.7 million, or 4.4% as a percentage of National Accounts revenues, (v) the internal transfer of customers and associated revenues previously managed under the Mid-Atlantic operating segment to the Resource Solutions operating segment, (vi) higher recycling volumes of $1.0 million, or 3.8% as a percentage of related revenues and (vii) higher other processing price of $1.0 million, or 5.7% as a percentage of related revenues; partially offset by (a) lower recycled commodity price of $(5.5) million, or (20.7)% as a percentage of related revenues and (b) lower other processing revenues associated with the ceasing of operations in the three months ended December 31, 2025 of an organic residuals composting facility in Maine.

Current wording

Resource Solutions revenues increased in the three and six months ended June 30, 2026 as compared to the prior year periods, related to (i) higher National Accounts business volumes related to new business growth of $2.7 million quarterly, or 6.4% as a percentage of National Accounts revenues, and $6.9 million year-to-date, or 8.7% as a percentage of National Accounts revenues, (ii) the contribution from acquisitions, (iii) higher other processing volumes of $2.1 million quarterly, or 10.5% as a percentage of related revenues, and $3.7 million year-to-date, or 9.9% as a percentage of related revenues, (iv) higher tipping fees of $1.9 million quarterly, or 6.2% as a percentage of related revenues, and $3.7 million year-to-date, or 6.5% as a percentage of related revenues, primarily related to contract structures that help to offset recycled commodity price movements, (v) National Accounts business pricing growth of $1.8 million quarterly, or 4.3% as a percentage of National Accounts revenues, and $3.5 million year-to-date, or 4.4% as a percentage of National Accounts revenues, (vi) the internal transfer of customers and associated revenues previously managed under our solid waste operating segments to the Resource Solutions operating segment, (vii) higher other processing price of $0.9 million quarterly, or 4.7% as a percentage of related revenues, and $2.0 million year-to-date, or 5.2% as a percentage of related revenues and (viii) higher surcharges and other fees revenues in our National Accounts business due to higher E&E Fee revenues associated with our fuel cost recovery program related to higher diesel fuel prices and higher participation levels in the program; partially offset by (a) lower recycled commodity price of $(0.6) million quarterly, or (1.9)% as a percentage of related revenues, and $(6.1) million year-to-date, or (10.7)% as a percentage of related revenues, (b) lower other processing revenues associated with the ceasing of operations in the three months ended December 31, 2025 of an organic residuals composting facility in Maine and (c) lower recycling volumes of $(4.3) million quarterly, or (14.2)% as a percentage of related revenues, and $(3.3) million year-to-date, or (5.7)% as a percentage of related revenues.

Previous wording

Operating income decreased in the three months ended March 31, 2026 by $(0.9) million as compared to the prior year period. The period-over-period decrease was due to (i) higher costs associated with operating and supporting acquired businesses, (ii) higher directs costs associated with increased volumes in both our National Accounts and processing service lines, (iii) higher intercompany expenses related to the subcontracting of our National Accounts business, (iv) a higher provision for expected credit losses attributable to unfavorable shifts in the receivables aging buckets compared to those observed in the prior year period, (v) the organics facility closure charge in the three months ended March 31, 2026 associated with the winding down of operations at an organic residuals composting facility in Maine and (vi) general cost inflation, including for disposal, labor and maintenance costs; partially offset by (a) revenue growth, described above, (b) lower expense from acquisition activities and (c) a reduction of operational costs related to the organic residuals composting facility in Maine associated with the ceasing of operations at the facility.

Current wording

Operating income decreased in the three and six months ended June 30, 2026 by $(3.4) million and $(4.3) million, respectively, as compared to the prior year periods. The period-over-period decreases were due to (i) higher costs associated with operating and supporting acquired businesses, including personnel and facility related expenses, (ii) higher directs costs associated with increased National Accounts business volumes, (iii) higher expenses related to intercompany activity, inclusive of subcontracting our National Accounts business, (iv) the organics facility closure charge associated with the winding down of operations at an organic residuals composting facility in Maine and (v) general cost inflation, including for disposal, labor, fuel and maintenance costs; partially offset by (a) revenue growth, described above, (b) lower expense from acquisition activities year-to-date, which were higher quarterly and (c) a reduction of operational costs related to the organic residuals composting facility in Maine associated with the ceasing of operations at the facility.

Previous 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.

Current wording

Operating loss increased in the three and six months ended June 30, 2026 by $(7.1) million and $(10.5) million, respectively, as compared to the prior year periods. The period-over-period increases were impacted by (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, (iv) higher depreciation expense associated with back office financial system infrastructure, (v) higher accruals quarterly related to incentive compensation, which were lower year-to-date, (vi) lower expenses related to third-party professional services including legal, accounting and consulting services and (vii) lower insurance plan costs.

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 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.

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 June 30, 2026, we had $484.8 million of available and undrawn capacity under our $700.0 million Revolving Credit Facility and $25.5 million of cash and cash equivalents to help meet our short-term and long-term liquidity needs. We expect existing cash and cash equivalents combined with available cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.

Previous 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.

Current wording

Current assets, excluding cash and cash equivalents, increased $43.6 million, and current liabilities, excluding current maturities of debt, increased $23.2 million in the six months ended June 30, 2026, resulting in a $20.4 million increase in working capital, net (defined as current assets, excluding cash and cash equivalents minus current liabilities, excluding current maturities of debt), from $(22.7) million as of December 31, 2025 to $(2.3) million as of June 30, 2026.

Previous 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.

Current wording

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

Previous 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.

Current wording

Acquisitions, net of cash acquired. In the six months ended June 30, 2026, we acquired four businesses, which included $(399.3) million of cash consideration, and made $(1.5) million in payments on businesses previously acquired, as compared to the six months ended June 30, 2025 during which we acquired six businesses, which included $(174.9) million of cash consideration and made $(0.1) million in cash payments on businesses previously acquired.

Previous 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.

Current wording

Capital expenditures. Capital expenditures were $(0.4) million higher in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to higher spend related to landfill development, including the timing of rail capital expenditures related to our Subtitle D landfill located in Mount Jewitt, Pennsylvania, investment in our fleet and other growth activities, partially offset by lower spend related to acquisition activity and facilities.

Previous wording

Debt activity. Net cash used in financing activities associated with debt activity increased $(3.3) million in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to finance lease activity. In the three months ended March 31, 2025, we also completed the drawdown of $25.0 million aggregate principal amount of Vermont Economic Development Authority Solid Waste Disposal Revenue Bonds Series 2022A-2 (“Vermont Bonds 2022A-2”) and repaid in full $25.0 million aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3, which matured in January 2025.

Current wording

Debt activity in the six months ended June 30, 2026 includes the remarketing of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2, whereas debt activity in the six months ended June 30, 2025 includes the drawdown of $25.0 million aggregate principal amount of Vermont Economic Development Authority Solid Waste Disposal Revenue Bonds Series 2022A-2 and the repayment in full of $25.0 million aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3, which matured in January 2025.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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