CASELLA WASTE SYSTEMS INC

Previous wording

There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, without limitation, those detailed in Item 1A. “Risk Factors” in our 2025 Form 10-K.

Current wording

There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, without limitation, those detailed in Item 1A. “Risk Factors” in our 2025 Form 10-K and those included under Part II, Item 1A of this Quarterly Report on From 10-Q.

Previous 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.

Current wording

As of October 15, 2026, we owned and/or operated 89 solid waste collection operations, 76 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

(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.

Current wording

(1)In the nine months ended September 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 nine months ended September 30, 2025 have been updated to conform to the current period presentation.

Previous 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.

Current wording

(2)In the nine months ended September 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 nine months ended September 30, 2025 have been updated to conform to the current period presentation.

Previous 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:

Current wording

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

Previous 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.

Current wording

•Price increased solid waste revenues both quarterly and year-to-date, including higher collection pricing of $18.4 million quarterly, or 5.9% as a percentage of collection revenues, and $50.4 million year-to-date, or 5.7% as a percentage of collection revenues, and higher disposal pricing of $3.3 million quarterly, or 4.8% as a percentage of disposal revenues, and $8.6 million year-to-date, or 4.8% as a percentage of disposal revenues.

Previous wording

•Volume decreased solid waste revenues both quarterly and year-to-date, driven by lower collection volumes of $(4.2) million quarterly, or (1.4)% as a percentage of collection revenues, and $(10.0) million year-to-date, or (1.7)% as a percentage of collection revenues, and lower other volumes of $(0.5) million quarterly, or (4.7)% as a percentage of other revenues, and $(1.3) million year-to-date, or (6.5)% as a percentage of other revenues, primarily related to transportation volumes; partially offset by higher disposal volumes of $2.4 million quarterly, or 3.7% as a percentage of disposal revenues, and $0.6 million year-to-date, or 0.5% as a percentage of disposal revenues, primarily related to higher landfill volumes combined with lower transfer station volumes year-to-date.

Current wording

•Volume decreased solid waste revenues both quarterly and year-to-date, driven by lower collection volumes of $(6.5) million quarterly, or (2.1)% as a percentage of collection revenues, and $(16.5) million year-to-date, or (1.9)% as a percentage of collection revenues, and lower other volumes of $(0.6) million quarterly, or (6.0)% as a percentage of other revenues, and $(1.9) million year-to-date, or (6.3)% as a percentage of other revenues, primarily related to transportation volumes; partially offset by higher disposal volumes of $3.1 million quarterly, or 4.6% as a percentage of disposal revenues, and $3.7 million year-to-date, or 2.0% as a percentage of disposal revenues, driven by higher landfill volumes, partially offset by lower transfer station volumes.

Previous 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.

Current wording

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

Previous 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.

Current wording

•Acquisitions increased solid waste revenues both quarterly and year-to-date due to the partial year impact of our acquisition of six businesses in the nine months ended September 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

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:

Current wording

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

Previous wording

•Direct labor costs increased primarily due to acquisitions and higher wage and benefit rates.

Current wording

•Direct labor costs increased in aggregate dollars while being mostly flat as a percentage of revenues primarily due to acquisitions and higher wage and benefit rates.

Previous 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.

Current wording

•Direct operational costs increased in aggregate dollars while being mostly flat 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 changes in remaining airspace capacity estimates combined with higher landfill tonnages in our Western region year-to-date, (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 by (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-to-date period including legal penalties associated with leachate management at a landfill we own in our Eastern region. 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

•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.

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 and labor related costs; partially offset by lower expenses for short term rentals.

Previous 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.

Current wording

•Other operational costs increased in aggregate dollars while being 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 short term rental costs.

Previous 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.

Current wording

General and administration expense in the three and nine months ended September 30, 2026 increased in aggregate dollars while decreasing as a percentage of revenues, as compared to the prior year periods, primarily due to the impact from (i) 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 revenue growth, combined with a lower provision for expected credit losses in the prior year periods due to favorable shifts in receivables aging and (iv) higher expense for consulting services; partially offset by lower accruals related to incentive compensation and lower expenses related to third-party professional services for legal and accounting services.

Previous 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.

Current wording

Depreciation and amortization expense in the three and nine months ended September 30, 2026 increased in aggregate dollars while decreasing as a percentage of revenues, 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 Eastern and Western regions, partially offset by lower landfill volumes in our Mid-Atlantic region.

Previous 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.

Current wording

In the three and nine months ended September 30, 2026, we recorded charges of $6.3 million and $18.9 million, respectively, and in the three and nine months ended September 30, 2025, we recorded charges of $4.6 million and $16.6 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 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.

Current wording

In the three months ended December 31, 2025, we initiated the plan to cease 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 nine months ended September 30, 2026, we recorded $0.7 million and $2.7 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 $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.

Current wording

Our interest expense, net increased $4.3 million and $11.1 million in the three and nine months ended September 30, 2026, respectively, as compared to the prior year periods, primarily from (i) lower interest income related to lower average cash balances and (ii) increased interest expense due to borrowings made under our revolving credit facility (“Revolving Credit Facility”) in the nine months ended September 30, 2026.

Previous 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.

Current wording

Our provision for income taxes increased $2.6 million and $0.5 million in the three and nine months ended September 30, 2026, respectively, from the prior year periods. The provision for income taxes was $4.8 million for the nine months ended September 30, 2026. For the nine months ended September 30, 2025, the provision for income taxes was $4.3 million. The (121.2)% effective rate for the nine months ended September 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 and the tax benefit from the complete write-off of deferred costs associated with the GSL greenfield landfill project no longer deemed viable. The September 30, 2026, effective rate was lower than the 29.1% effective rate for the nine months ended September 30, 2025, primarily due to differences in the valuation allowance of attributes, state income taxes and the tax benefit from the complete write-off of deferred costs associated with the GSL greenfield landfill project no longer deemed viable, which was treated as a discrete item for the three months ended September 30, 2026.

Previous wording

Solid waste revenues increased in the three and six months ended June 30, 2026 as compared to the prior year periods, primarily due to (i) the contribution from acquisitions, (ii) higher collection pricing of $5.1 million quarterly, or 5.8% as a percentage of collection revenues, and $9.9 million year-to-date, or 5.8% as a percentage of collection revenues, (iii) higher disposal pricing of $1.3 million quarterly, or 4.7% as a percentage of disposal revenues, and $2.1 million year-to-date, or 4.4% as a percentage of disposal revenues, (iv) 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, higher SRA Fee revenues due to lower recycled commodity prices as compared to the prior year periods and higher participation levels in our fee programs and (v) higher disposal volumes of $1.3 million quarterly, or 4.8% 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 year-to-date; partially offset by lower collection volumes of $(1.2) million quarterly, or (1.3)% as a percentage of collection revenues, and $(1.9) million year-to-date, or (1.1)%, as a percentage of collection revenues.

Current wording

Solid waste revenues increased in the three and nine months ended September 30, 2026 as compared to the prior year periods, primarily due to (i) the contribution from acquisitions, (ii) higher collection pricing of $4.6 million quarterly, or 4.9% as a percentage of collection revenues, and $14.5 million year-to-date, or 5.5% as a percentage of collection revenues, (iii) 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 participation levels in our fee programs, and higher year-to-date but lower quarterly SRA Fee revenues due to changes in recycled commodity prices as compared to the prior year periods, (iv) higher disposal pricing of $1.3 million quarterly, or 4.5% as a percentage of disposal revenues, and $3.4 million year-to-date, or 4.5% as a percentage of disposal revenues and (v) higher disposal volumes of $0.8 million quarterly, or 2.8% as a percentage of disposal revenues, and $1.0 million year-to-date, or 1.3% as a percentage of disposal revenues, related to higher landfill volumes, partially offset by lower transfer station volumes; partially offset by lower collection volumes of $(0.8) million quarterly, or (0.9)% as a percentage of collection revenues, and $(2.7) million year-to-date, or (1.0)%, as a percentage of collection revenues.

Previous wording

See 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 expense from acquisition activities.

Current 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 GSL greenfield landfill project and the legal penalties associated with leachate management at a landfill we own. See 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 expense from acquisition activities.

Previous 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.

Current wording

Solid waste revenues increased in the three and nine months ended September 30, 2026 as compared to the prior year periods, primarily driven by (i) higher collection pricing of $8.2 million quarterly, or 6.2% as a percentage of collection revenues, and $23.8 million year-to-date, or 6.3% as a percentage of collection revenues, (ii) higher surcharges and other fees primarily due to our E&E Fee and SRA Fee revenues related to higher participation levels in our fee programs, higher E&E Fee revenues associated with our fuel cost recovery program due to higher diesel fuel prices and higher SRA Fee revenues due to lower recycled commodity prices year-to-date, (iii) the contribution from acquisitions, (iv) higher disposal pricing of $1.9 million quarterly, or 5.2% as a percentage of disposal revenues, and $4.9 million year-to-date, or 4.9% as a percentage of disposal revenues and (v) higher disposal volume of $2.4 million quarterly, or 6.7% as a percentage of disposal revenues, and $2.6 million year-to-date, or 2.6% 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 $(4.6) million quarterly, or (3.4)% as a percentage of collection revenues, and $(9.2) million year-to-date, or (2.4)% as a percentage of collection revenues, and (b)

Previous 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.

Current wording

Operating income increased in the three and nine months ended September 30, 2026 by $4.6 million and $16.3 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 year-to-date and (v) lower expenses for short term rentals; 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 landfill operating lease amortization related to changes in remaining airspace capacity estimates combined with higher landfill tonnages, (d) higher accretion expense associated with changes in the timing and cost estimates of our accrued final capping, closure and post-closure obligations, (e) higher expenses related to insurance claims, (f) a higher provision for expected credit losses attributable to revenues growth, (g) higher leachate disposal costs, (h) organizational transformation costs in the three and nine months ended September 30, 2026 consisting of severance and other employee compensation and (i) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs, including repairs performed by third parties.

Previous 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.

Current wording

Solid waste revenues increased in the three and nine months ended September 30, 2026 as compared to the prior year periods, due to the impact from (i) the contribution from acquisitions, (ii) higher collection pricing of $5.6 million quarterly, or 6.3% as a percentage of collection revenues, and $12.1 million year-to-date, or 4.9% as a percentage of collection revenues, (iii) higher disposal pricing of $0.1 million quarterly, or 3.3% as a percentage of disposal revenues, and $0.3 million year-to-date, or 5.1% as a percentage of disposal revenues, (iv) lower disposal volumes of $(0.1) million quarterly, or (3.7)% as a percentage of disposal revenues, and higher disposal volumes of $0.1 million year-to-date, or 2.4% as a percentage of disposal revenues, (v) lower collection volumes of $(1.1) million quarterly, or (1.3)% as a percentage of collection revenues, and $(4.6) million year-to-date, or (1.9)% as a percentage of collection revenues, and (vi) 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 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.

Current wording

Operating income (loss) improved in the three and nine months ended September 30, 2026 by $3.7 million and $7.6 million, respectively, as compared to the prior year periods. The period-over-period improvements 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 related to short term rentals, (iv) lower expense from acquisition activities and (v) 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 year-to-date 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, (e) organizational transformation costs in the three and nine months ended September 30, 2026 consisting of severance and other employee compensation and (f) general cost inflation, including for disposal, labor, diesel fuel and maintenance costs.

Previous 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.

Current wording

Resource Solutions revenues increased in the three and nine months ended September 30, 2026 as compared to the prior year periods, related to (i) higher National Accounts business volumes related to new business growth of $1.5 million quarterly, or 3.3% as a percentage of National Accounts revenues, and $8.4 million year-to-date, or 6.7% as a percentage of National Accounts revenues, (ii) the contribution from acquisitions, (iii) higher other processing volumes of $1.0 million quarterly, or 4.9% as a percentage of related revenues, and $4.7 million year-to-date, or 8.2% as a percentage of related revenues, (iv) National Accounts business pricing growth of $2.4 million quarterly, or 5.4% as a percentage of National Accounts revenues, and $5.9 million year-to-date, or 4.7% as a percentage of National Accounts revenues, (v) the internal transfer of customers and associated revenues previously managed under our solid waste operating segments to the Resource Solutions operating segment, (vi) 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, (vii) lower tipping fees of $(0.8) million quarterly, or (2.7)% as a percentage of related revenues, and higher tipping fees of $2.9 million year-to-date, or 3.4% as a percentage of related revenues, primarily related to contract structures that help to offset recycled commodity price movements, (viii) higher other processing price of $0.6 million quarterly, or 2.9% as a percentage of related revenues, and $2.5 million year-to-date, or 4.4% as a percentage of related revenues, (ix) higher recycled commodity price of $1.9 million quarterly, or 6.8% as a percentage of related revenues, and lower recycled commodity price of $(4.1) million year-to-date, or (4.8)% as a percentage of related revenues, (x) 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 (xi) lower recycling volumes of $(2.4) million quarterly, or (8.2)% as a percentage of related revenues, and $(5.6) million year-to-date, or (6.6)% as a percentage of related revenues.

Previous 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.

Current wording

Operating income decreased in the three and nine months ended September 30, 2026 by $(5.8) million and $(10.1) 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 direct 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, (v) higher expense from acquisition activities, and (vi) general cost inflation, including for disposal, labor, fuel and maintenance costs; partially offset by (a) revenue growth, described above, (b) lower accrued incentive compensation 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 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.

Current wording

Operating loss increased in the three and nine months ended September 30, 2026 by $(1.5) million and $(11.7) 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) the centralization of certain processes and associated costs from our operating segments to the Corporate Entities segment, (iv) general cost inflation for salaries, wages, benefits and other overhead costs including those associated with marketing, sales and community relations efforts, (v) higher depreciation expense associated with back office financial system infrastructure, (vi) organizational transformation costs in the three and nine months ended September 30, 2026, consisting of severance and other employee compensation, and (vii) higher expenses for consulting services and outside labor; partially offset by lower accruals related to incentive compensation and lower expenses related to third-party professional services for legal and accounting services.

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 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.

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 September 30, 2026, we had $450.7 million of available and undrawn capacity under our $700.0 million Revolving Credit Facility and $11.7 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.

Previous 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.

Current wording

Current assets, excluding cash and cash equivalents, increased $50.1 million, and current liabilities, excluding current maturities of debt, increased $30.2 million in the nine months ended September 30, 2026, resulting in a $19.9 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 $(2.8) million as of September 30, 2026.

Previous 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.

Current wording

Net cash provided by operating activities increased $8.6 million in the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. This was the result of business growth, including from acquisition activity, partially offset by an increase 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, 2026 as compared to the nine months ended September 30, 2025, see “Results of Operations” above.

Previous 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.

Current wording

Acquisitions, net of cash acquired. In the nine months ended September 30, 2026, we acquired six businesses, which included $(434.8) million of cash consideration, and made $(5.2) million in payments on businesses previously acquired, as compared to the nine months ended September 30, 2025 during which we acquired eight businesses, which included $(217.2) million of cash consideration and made $(0.3) million in cash payments on businesses previously acquired.

Previous 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.

Current wording

Capital expenditures. Capital expenditures were $(12.7) million higher in the nine months ended September 30, 2026 as compared to the nine months ended September 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 Jewett, Pennsylvania, and other growth activities, partially offset by lower spend related to acquisition activity and facilities.

Previous wording

Debt activity. Net cash provided by (used in) financing activities associated with debt activity increased $178.6 million in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to borrowings against our Revolving Credit Facility related to acquisition growth and finance lease activity.

Current wording

Debt activity. Net cash provided by (used in) financing activities associated with debt activity increased $210.5 million in the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to borrowings against our Revolving Credit Facility driven by acquisition growth.

Previous 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.

Current wording

Debt activity in the nine months ended September 30, 2026 included 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 nine months ended September 30, 2025 included (i) the drawdown of $25.0 million aggregate principal amount of Vermont Economic Development Authority Solid Waste Disposal Revenue Bonds Series 2022A-2, (ii) 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, (iii) the remarketing of $29.0 million aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-1 and 2015R-2 into a single series Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-3, and (iv) the remarketing of $37.5 million aggregate principal amount of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020.

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 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.

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 September 30, 2026, further advances were available under the Revolving Credit Facility in the amount of $450.7 million. The available amount is net of outstanding irrevocable letters of credit totaling $33.9 million. No amount has been drawn on the irrevocable letters of credit as of September 30, 2026.

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 $1,338.1 million as of June 30, 2026, or $1,363.6 million of consolidated funded debt less $25.5 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 June 30, 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):

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 $1,382.2 million as of September 30, 2026, or $1,393.9 million of consolidated funded debt less $11.7 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, 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

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 expense from acquisition activities, respectively.

Current wording

See Note 8, Commitments and Contingenciesand Note 11, Other Items and Chargesto our consolidated financial statements included under Part I. Item 1.“Financial Statements”of this Quarterly Report on Form 10-Q for disclosure related to the complete write-off of deferred costs associated with the GSL greenfield landfill project, which was no longer deemed viable.