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Casella Waste Systems
CWST
#2962
Rank
NZ$10.01 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
NZ$157.44
Share price
0.04%
Change (1 day)
-6.15%
Change (1 year)
โ™ป๏ธ Waste & Recycling
Categories
  1. Casella Waste Systems
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2026 Q2

Casella Waste Systems - 10-Q quarterly report FY2026 Q2


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 000-23211
CASELLA WASTE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware03-0338873
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
25 Greens Hill Lane,
Rutland,Vermont05701
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (802) 775-0325
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Class A common stock, $0.01 par value per shareCWSTThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐ No  ☒
The number of shares outstanding of each of the registrant’s classes of common stock, as of July 15, 2026:
Class A common stock, $0.01 par value per share:62,651,846 
Class B common stock, $0.01 par value per share:988,200 



PART I.
ITEM 1.    FINANCIAL STATEMENTS
CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30,
2026		December 31,
2025
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$25,541 $123,773 
Accounts receivable, net of allowance for credit losses of $7,720 and $7,082, respectively
220,366 178,068 
Prepaid expenses34,844 29,930 
Other current assets33,841 37,510 
Total current assets314,592 369,281 
Property and equipment, net of accumulated depreciation and amortization of $1,611,612 and $1,495,563, respectively
1,381,271 1,289,409 
Operating lease right-of-use assets111,528 105,252 
Goodwill1,372,773 1,120,056 
Intangible assets, net341,589 290,855 
Restricted cash and assets
3,132 96,265 
Cost method investments10,967 10,967 
Other non-current assets21,664 21,241 
Total assets$3,557,516 $3,303,326 
The accompanying notes are an integral part of these consolidated financial statements.
1


CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(in thousands, except for share and per share data)
June 30,
2026		December 31,
2025
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of debt$25,580 $25,735 
Current operating lease liabilities12,304 11,952 
Accounts payable126,550 102,468 
Accrued payroll and related expenses27,774 36,316 
Contract liabilities43,880 45,153 
Current accrued final capping, closure and post-closure costs6,482 7,562 
Other accrued liabilities74,389 64,716 
Total current liabilities316,959 293,902 
Debt, less current portion1,325,132 1,128,927 
Operating lease liabilities, less current portion81,988 72,513 
Accrued final capping, closure and post-closure costs, less current portion198,481 185,160 
Deferred income taxes, net23,123 18,965 
Other long-term liabilities31,809 35,150 
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Class A common stock, $0.01 par value per share; 100,000,000 shares authorized; 62,651,000 and 62,526,000 shares issued and outstanding, respectively
627 625 
Class B common stock, $0.01 par value per share; 1,000,000 shares authorized; 988,000 shares issued and outstanding, respectively; 10 votes per share
10 10 
Additional paid-in capital1,705,710 1,697,143 
Accumulated deficit(126,883)(125,114)
Accumulated other comprehensive income (loss), net of tax560 (3,955)
Total stockholders' equity1,580,024 1,568,709 
Total liabilities and stockholders' equity$3,557,516 $3,303,326 
The accompanying notes are an integral part of these consolidated financial statements.
2


CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share data)
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Revenues$543,748 $465,334 $1,001,076 $882,435 
Operating expenses:
Cost of operations364,949 308,070 673,874 588,521 
General and administration63,168 54,523 121,296 111,009 
Depreciation and amortization88,498 77,006 166,481 148,497 
Expense from acquisition activities
6,081 6,463 12,590 11,992 
Organics facility closure charge
1,088 — 2,016 — 
523,784 446,062 976,257 860,019 
Operating income19,964 19,272 24,819 22,416 
Other expense (income):
Interest expense17,936 15,665 33,262 30,645 
Interest income(515)(2,665)(1,848)(6,047)
Other income(822)(615)(1,136)(933)
Other expense, net16,599 12,385 30,278 23,665 
Income (loss) before income taxes3,365 6,887 (5,459)(1,249)
(Benefit) provision for income taxes(405)1,679 (3,690)(1,647)
Net income (loss)$3,770 $5,208 $(1,769)$398 
Basic earnings (loss) per share attributable to common stockholders:
Weighted average common shares outstanding63,613 63,461 63,579 63,424 
Basic earnings (loss) per common share$0.06 $0.08 $(0.03)$0.01 
Diluted earnings (loss) per share attributable to common stockholders:
Weighted average common shares outstanding63,685 63,563 63,579 63,524 
Diluted earnings (loss) per common share$0.06 $0.08 $(0.03)$0.01 
The accompanying notes are an integral part of these consolidated financial statements.
3


CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Net income (loss)$3,770 $5,208 $(1,769)$398 
Other comprehensive income (loss), before tax:
Hedging activity:
Interest rate swap settlements12 1,007 217 2,016 
Interest rate swap amounts reclassified into interest expense
(6)(985)(207)(1,997)
Unrealized gain (loss) resulting from changes in fair value of derivative instruments3,181 (3,154)6,405 (8,885)
Other comprehensive income (loss), before tax3,187 (3,132)6,415 (8,866)
Income tax provision (benefit) related to items of other comprehensive income (loss)
931 (916)1,900 (2,599)
Other comprehensive income (loss), net of tax2,256 (2,216)4,515 (6,267)
Comprehensive income (loss)$6,026 $2,992 $2,746 $(5,869)
The accompanying notes are an integral part of these consolidated financial statements.
4



CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
(in thousands)

Casella Waste Systems, Inc. Stockholders' Equity
Class A
Common Stock		Class B
Common Stock		Additional Paid-In CapitalAccumulated DeficitAccumulated Other
Comprehensive Income (Loss), Net of Tax
TotalSharesAmountSharesAmount
Balance, December 31, 2025$1,568,709 62,526 $625 988 $10 $1,697,143 $(125,114)$(3,955)
Issuances of Class A common stock, net
(3)96 1 — — (4)— — 
Stock-based compensation2,866 — — — — 2,866 — — 
Comprehensive loss:
Net loss
(5,539)— — — — — (5,539)— 
Other comprehensive income, net of tax:
Hedging activity2,259 — — — — — — 2,259 
Balance, March 31, 20261,568,292 62,622 626 988 10 1,700,005 (130,653)(1,696)
Issuances of Class A common stock1,689 29 1 — — 1,688 — — 
Stock-based compensation4,017 — — — — 4,017 — — 
Comprehensive income:
Net income3,770 — — — — — 3,770 — 
Other comprehensive income, net of tax:
Hedging activity2,256 — — — — — — 2,256 
Balance, June 30, 2026$1,580,024 62,651 $627 988 $10 $1,705,710 $(126,883)$560 


Casella Waste Systems, Inc. Stockholders' Equity
Class A
Common Stock		Class B
Common Stock		Additional Paid-In CapitalAccumulated Deficit
Accumulated Other
Comprehensive (Loss) Income, Net of Tax
TotalSharesAmountSharesAmount
Balance, December 31, 2024$1,550,839 62,370 $624 988 $10 $1,679,878 $(132,985)$3,312 
Issuances of Class A common stock— 105 1 — — (1)— — 
Stock-based compensation4,911 — — — — 4,911 — — 
Comprehensive loss:
Net loss
(4,810)— — — — — (4,810)— 
Other comprehensive loss, net of tax:
Hedging activity(4,051)— — — — — — (4,051)
Balance, March 31, 20251,546,889 62,475 625 988 10 1,684,788 (137,795)(739)
Issuances of Class A common stock1,434 27 — — — 1,434 — — 
Stock-based compensation2,866 — — — — 2,866 — — 
Comprehensive income:
Net income5,208 — — — — — 5,208 — 
Other comprehensive loss, net of tax:
Hedging activity(2,216)— — — — — — (2,216)
Balance, June 30, 2025$1,554,181 62,502 $625 988 $10 $1,689,088 $(132,587)$(2,955)
The accompanying notes are an integral part of these consolidated financial statements.
5


CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended
June 30,
20262025
Cash Flows from Operating Activities:
Net (loss) income$(1,769)$398 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization166,481 148,497 
Interest accretion on landfill and environmental remediation liabilities8,021 7,426 
Amortization of debt issuance costs1,492 1,519 
Stock-based compensation6,883 7,777 
Operating lease right-of-use assets expense12,453 10,392 
Other items and charges, net
158 1,124 
Deferred income taxes(9,485)(148)
Changes in assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable(31,631)(4,737)
Landfill operating lease contract expenditures(1,500)(1,340)
Accounts payable17,239 5,799 
Prepaid expenses, inventories and other assets1,972 (6,650)
Accrued expenses, contract liabilities and other liabilities(9,288)(30,409)
Net cash provided by operating activities161,026 139,648 
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired(400,816)(175,018)
Additions to property and equipment
(122,288)(121,878)
Proceeds from sale of property and equipment640 503 
Net cash used in investing activities(522,464)(296,393)
Cash Flows from Financing Activities:
Proceeds from debt borrowings248,950 25,000 
Principal payments on debt(78,364)(32,984)
Payments of debt issuance costs(466)(802)
Net cash provided by (used in) financing activities170,120 (8,786)
Net decrease in cash, cash equivalents and restricted cash, including non-current(191,318)(165,531)
Cash, cash equivalents and restricted cash, including non-current, beginning of period
216,859 383,303 
Cash, cash equivalents and restricted cash, including non-current, end of period$25,541 $217,772 
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Cash interest payments$31,405 $28,575 
Cash income tax (refunds) payments, net
$(2,416)$164 
Supplemental Disclosure of Non-Cash Activities:
Right-of-use assets obtained in exchange for finance lease obligations
$24,954 $17,340 
Right-of-use assets obtained in exchange for operating lease obligations$14,851 $22,033 
The accompanying notes are an integral part of these consolidated financial statements.
6


CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1.    BASIS OF PRESENTATION
Casella Waste Systems, Inc. (“Parent”) and its subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company. We provide resource management expertise and services to residential, commercial, municipal, institutional and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organics services.
We provide integrated solid waste services with operating locations in eleven states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine, Pennsylvania, New Jersey, Delaware, Maryland and West Virginia, with our headquarters located in Rutland, Vermont. We manage our solid waste operations on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions, each of which provides a comprehensive range of non-hazardous solid waste services. We manage our resource renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment.
The accompanying unaudited consolidated financial statements, which include the accounts of the Parent and our wholly-owned subsidiaries, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions are eliminated in consolidation. Investments in entities in which we do not have a controlling financial interest are accounted for under either the equity method or the cost method of accounting, as appropriate. Our significant accounting policies are more fully discussed in Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 20, 2026 (“2025 Form 10-K”).
Preparation of our consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision given the available data, or simply cannot be readily calculated. In the opinion of management, these consolidated financial statements include all adjustments, including normal recurring and nonrecurring adjustments, as applicable, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results for the three and six months ended June 30, 2026 may not be indicative of the results for any other interim period or the entire fiscal year. The consolidated financial statements presented herein should be read in conjunction with our audited consolidated financial statements included in our 2025 Form 10-K.
Subsequent Events
We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of June 30, 2026 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. Except as disclosed, no material subsequent events have occurred since June 30, 2026 through the date of this filing that would require recognition or adjustments to our disclosures in our consolidated financial statements.

7


2.    ACCOUNTING CHANGES
The following table provides a brief description of recent Accounting Standards Update’s (“ASU”) to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) that are pending adoption as of June 30, 2026 and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity:
StandardDescriptionEffect on the Financial Statements or Other
Significant Matters
ASU No. 2024-03: Improvements to Income Statement - Expense Disaggregation Disclosures (Subtopic 220-40)Requires entities to provide additional disclosure related to more detailed information about specific types of expenses contained in commonly presented expense captions on the statements of operations.This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This guidance will be applied on either a prospective or retrospective basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
ASU No. 2025-06: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)Removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and requires entities to start capitalizing software costs when management has authorized and committed to funding the software project, it is probable that the project will be completed and that the software will be used to perform the function intended.This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. This guidance will be applied on either a prospective, retrospective or modified transition basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
ASU No. 2025-09: Derivatives and Hedging (Topic 815)
Clarifies certain aspects of the guidance on hedge accounting to more closely align hedge accounting with the economics of an entity’s risk management activities by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. Upon adoption of this guidance, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge.
This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. This guidance will be applied on a prospective basis for all hedging relationships, with the ability to adopt the amendments for hedging relationships that exist as of the date of adoption and to modify certain critical terms of certain existing hedging relationships without dedesignation of the hedge. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
ASU No. 2026-02: Environmental Credits and Environmental Credit Obligations (Topic 818)Provides recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. This guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. This guidance will be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
3.    REVENUE RECOGNITION
Revenues associated with our solid waste operations are derived mainly from solid waste (i) collection and (ii) disposal services, which include landfill and transfer station services, as well as (iii) transportation, (iv) landfill gas-to-energy and (v) processing services. Revenues associated with our resource renewal operations are derived from processing services and our National Accounts business.
8


The following tables set forth revenues disaggregated by service line and timing of revenue recognition by reportable operating segment for each of the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, 2026
EasternWestern
Mid-Atlantic
Resource SolutionsTotal Revenues
Collection$114,725 $140,949 $99,357 $— $355,031 
Landfill9,234 18,796 1,264 — 29,294 
Transfer station25,682 20,562 1,610 — 47,854 
Transportation1,905 4,030 — — 5,935 
Landfill gas-to-energy349 1,078 — — 1,427 
Processing2,323 323 — 52,890 55,536 
National Accounts— — — 48,671 48,671 
Total revenues$154,218 $185,738 $102,231 $101,561 $543,748 
Transferred at a point-in-time$166 $623 $— $10,933 $11,722 
Transferred over time154,052 185,115 102,231 90,628 532,026 
Total revenues$154,218 $185,738 $102,231 $101,561 $543,748 
Three Months Ended June 30, 2025
EasternWestern
Mid-Atlantic
Resource Solutions (1)
Total Revenues
Collection$89,331 $127,730 $80,844 $— $297,905 
Landfill7,935 16,912 1,208 — 26,055 
Transfer station19,478 19,387 514 — 39,379 
Transportation1,741 4,404 — — 6,145 
Landfill gas-to-energy292 1,264 — — 1,556 
Processing2,147 437 — 50,155 52,739 
National Accounts— — — 41,555 41,555 
Total revenues$120,924 $170,134 $82,566 $91,710 $465,334 
Transferred at a point-in-time$92 $693 $— $15,058 $15,843 
Transferred over time120,832 169,441 82,566 76,652 449,491 
Total revenues$120,924 $170,134 $82,566 $91,710 $465,334 
Six Months Ended June 30, 2026
EasternWestern
Mid-Atlantic
Resource SolutionsTotal Revenues
Collection$202,280 $270,035 $192,367 $— $664,682 
Landfill15,779 32,880 2,113 — 50,772 
Transfer39,346 33,997 2,545 — 75,888 
Transportation3,325 7,257 — — 10,582 
Landfill gas-to-energy1,012 3,351 — — 4,363 
Processing3,764 666 — 96,205 100,635 
National Accounts— — — 94,154 94,154 
Total revenues$265,506 $348,186 $197,025 $190,359 $1,001,076 
Transferred at a point-in-time$362 $866 $— $20,044 $21,272 
Transferred over time265,144 347,320 197,025 170,315 979,804 
Total revenues$265,506 $348,186 $197,025 $190,359 $1,001,076 
9



Six Months Ended June 30, 2025
EasternWestern
Mid-Atlantic
Resource Solutions (1)
Total Revenues
Collection$170,393 $246,337 $157,638 $— $574,368 
Landfill14,731 30,346 1,895 — 46,972 
Transfer33,157 32,907 880 — 66,944 
Transportation3,089 8,271 — — 11,360 
Landfill gas-to-energy545 3,776 — — 4,321 
Processing3,749 814 — 94,671 99,234 
National Accounts— — — 79,236 79,236 
Total revenues$225,664 $322,451 $160,413 $173,907 $882,435 
Transferred at a point-in-time$189 $1,397 $— $26,779 $28,365 
Transferred over time225,475 321,054 160,413 147,128 854,070 
Total revenues$225,664 $322,451 $160,413 $173,907 $882,435 
(1)Prior period amounts have been moved within Resource Solutions between the National Accounts and processing service lines to conform to the current period presentation reflecting the realignment of a business unit related to organic materials brokerage operations. See Note 14, Segment Reporting for further disclosure over our reportable operating segments.
Payments to customers that are not in exchange for a distinct good or service are recorded as a reduction of revenues. Rebates to certain customers associated with payments for recycled or organic materials that are received and subsequently processed and sold to other third-parties amounted to $9,744 and $18,194 in the three and six months ended June 30, 2026, respectively, and $11,214 and $20,154 in the three and six months ended June 30, 2025, respectively. Rebates are generally recorded as a reduction of revenues upon the sale of such materials, or upon receipt of the recycled materials at our facilities. We did not record revenues in the three and six months ended June 30, 2026 or June 30, 2025 from performance obligations satisfied in previous periods.
Contract receivables, which are included in accounts receivable, net in our consolidated balance sheets, are recorded when billed or when related revenue is earned, if earlier, and represent claims against third-parties that will be settled in cash. Accounts receivable, net includes receivables from contracts of $225,554 and $181,616 as of June 30, 2026 and December 31, 2025, respectively. Certain customers are billed in advance and, accordingly, recognition of the related revenues for which payment has been received is deferred as a contract liability until the services are provided and control transferred to the customer. We recognized contract liabilities of $43,880 and $45,153 as of June 30, 2026 and December 31, 2025, respectively. Due to the short term nature of advanced billings, substantially all of the deferred revenue recognized as a contract liability as of December 31, 2025 and December 31, 2024 was recognized as revenue during the six months ended June 30, 2026 and June 30, 2025, respectively, when the services were performed.
4.    BUSINESS COMBINATIONS
In the six months ended June 30, 2026, we completed four acquisitions using cash on hand as well as borrowings under our revolving credit facility (“Revolving Credit Facility”). These acquisitions included: (i) the acquisition of all of the equity interests of a business and its related entities with collection operations, including a construction and demolition processing facility and transfer station, in eastern Massachusetts, including the greater Boston area, and southern New Hampshire, in our Eastern region, (ii) the acquisition of the assets of a business, consisting of collection operations in West Virginia and a transfer station operation in southwestern Pennsylvania, which expanded our Mid-Atlantic region footprint into West Virginia and (iii) two tuck-in acquisitions, one a recycling operation in our Resource Solutions operating segment and the other a collection operation in our Western region.
In the six months ended June 30, 2025, we acquired six businesses, including (i) four tuck-in collection operations in our Mid-Atlantic region, (ii) a tuck-in collection operation in our Western region and (iii) a tuck-in collection operation and recycling business whose assets and liabilities are allocated between our Eastern region and Resource Solutions operating segments.
The operating results of the businesses acquired prior to June 30, 2026 have been included in the accompanying unaudited consolidated statements of operations from each date of acquisition, and each purchase price has been allocated to the net assets acquired based on fair values at the date of each acquisition with the residual amounts recorded as goodwill.
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Due to the integration of certain of these businesses within our existing market areas, it is not practicable to segregate the revenue and earnings of all of the acquired businesses since their respective acquisition dates.
Purchase price allocations are based on information existing at the acquisition dates or upon closing the transactions. Acquired intangible assets other than goodwill that are subject to amortization may include customer relationships, trade names and covenants not-to-compete. Such assets are amortized over a two-year to ten-year period from the date of acquisition.
Goodwill acquired is primarily associated with the value of acquired businesses, based on current and anticipated operating performance, in excess of the specific values allocated to other assets, new growth opportunities arising from the acquisitions, and expected synergies from combining the acquired businesses with our existing operations and implementing our operating strategies. Approximately $187,753 of goodwill associated with acquisitions completed in the six months ended June 30, 2026 is expected to be deductible for tax purposes.
Due to the uniformity of the businesses acquired, both operationally and tangibly through the nature of the assets acquired, and intangibly, through the acquisition of customer lists, covenants not-to-compete and trade names, we believe aggregated disclosure information is more relevant and useful to financial statement users than individualized disclosure of the separate acquisitions in accordance with FASB ASC 805 - Business Combinations.
A summary of the purchase price and the purchase price allocation for acquisitions follows:
Six Months Ended
June 30,
20262025
Purchase Price:
Cash used in acquisitions, net of cash acquired of $1,591 and $—, respectively
$399,313 $174,856 
Settlements due from sellers
(302)(1,037)
Holdbacks, contingent consideration and other
1,127 2,902 

$400,138 $176,721 
Allocated as follows:
Current assets (1)
$14,239 $8,757 
Property and equipment:
Land3,279 3,160 
Buildings and improvements10,439 4,569 
Machinery, equipment and other
52,584 36,529 
Operating lease right-of-use assets10,241 10,655 
Intangible assets:
Trade names696 444 
Covenants not-to-compete13,683 3,657 
Customer relationships76,761 36,438 
Deferred tax liability(11,742)— 
Current liabilities(12,515)(3,902)
Operating lease liabilities, less current portion(9,671)(9,583)
Fair value of assets acquired and liabilities assumed147,994 90,724 
Excess purchase price allocated to goodwill$252,144 $85,997 
(1)Includes contract receivables as of the date of the acquisitions in the six months ended June 30, 2026 and 2025, of $10,530 and $8,226, respectively. Substantially all of the contractual amounts are expected to be collected.
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Purchase price allocations for the six months ended June 30, 2026 are preliminary and subject to revision upon finalization of third-party valuations over each respective one-year measurement period. Accordingly, the purchase price allocations for the six months ended June 30, 2026 are subject to change. Amounts in the six months ended June 30, 2025 are preliminary as disclosed based on information existing at the acquisition dates or upon closing the transaction and have since been updated based upon the finalization of third-party valuations, including the value of certain tangible and intangible assets acquired.
Unaudited pro forma combined information that shows our operational results prepared as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2025 is as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Revenues$543,748 $515,884 $1,031,914 $991,172 
Operating income$19,964 $21,769 $26,370 $27,328 
Net income (loss)$3,770 $6,669 $(846)$3,095 
Basic earnings (loss) per share attributable to common stockholders:
Weighted average common shares outstanding63,613 63,461 63,579 63,424 
Basic earnings (loss) per common share$0.06 $0.11 $(0.01)$0.05 
Diluted earnings (loss) per share attributable to common stockholders:
Weighted average common shares outstanding63,685 63,563 63,579 63,524 
Diluted earnings (loss) per common share$0.06 $0.10 $(0.01)$0.05 
The unaudited pro forma results set forth in the table above have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions occurred as of January 1, 2025 or of the results of our future operations. Furthermore, the unaudited pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions.
See Note 12, Other Items and Charges for disclosure regarding expense from acquisition activities.
5.    GOODWILL AND INTANGIBLE ASSETS
A summary of the activity and balances related to goodwill by reportable operating segment is as follows:
December 31,
2025		Acquisitions
Business Combination
Adjustments
June 30,
2026
Eastern$110,533 $166,778 $— $277,311 
Western371,035 1,447 573 373,055 
Mid-Atlantic584,136 74,062 — 658,198 
Resource Solutions 54,352 9,857 — 64,209 
$1,120,056 $252,144 $573 $1,372,773 
Summaries of intangible assets, net by type follow:
Covenants
Not-to-Compete		Customer RelationshipsTrade NamesTotal
Balance, June 30, 2026
Intangible assets
$88,574 $504,386 $27,005 $619,965 
Less accumulated amortization(47,797)(210,039)(20,540)(278,376)
$40,777 $294,347 $6,465 $341,589 

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Covenants
Not-to-Compete		Customer RelationshipsTrade NamesTotal
Balance, December 31, 2025
Intangible assets
$74,892 $427,625 $26,309 $528,826 
Less accumulated amortization(43,041)(176,824)(18,106)(237,971)
$31,851 $250,801 $8,203 $290,855 
Intangible amortization expense was $22,030 and $40,406 during the three and six months ended June 30, 2026, respectively, and $19,117 and $38,583 during the three and six months ended June 30, 2025, respectively.
Based on the amortizable intangible assets recorded in the consolidated balance sheets at June 30, 2026, intangible amortization expense for each of the next five fiscal years and thereafter is estimated as follows:
Estimated Future Intangible Amortization Expense as of June 30, 2026

For the remainder of the fiscal year ending December 31, 2026$41,808 
Fiscal year ending December 31, 2027$76,226 
Fiscal year ending December 31, 2028$65,502 
Fiscal year ending December 31, 2029$52,246 
Fiscal year ending December 31, 2030$39,220 
Thereafter$66,587 
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6.    ACCRUED FINAL CAPPING, CLOSURE AND POST-CLOSURE COSTS
Accrued final capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs of our landfills in order to determine the final capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated time frame for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period.
The changes to accrued final capping, closure and post-closure liabilities are as follows:
Six Months Ended
June 30,
20262025
Beginning balance$192,722 $172,230 
Obligations incurred6,702 3,834 
Accretion expense 7,927 7,316 
Obligations settled (1)
(2,388)(1,917)
Ending balance$204,963 $181,463 
(1)May include amounts paid and amounts that are being processed through accounts payable as a part of our disbursement cycle.
7.    OTHER ACCRUED LIABILITIES
A summary of other accrued liabilities, classified as current liabilities follows:
June 30,
2026		December 31,
2025
Accrued capital expenditures$17,126 $8,565 
Other accrued liabilities57,263 56,151 
Total $74,389 $64,716 
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8.    DEBT
A summary of debt is as follows:
June 30,
2026		December 31,
2025
Senior Secured Credit Facility:
Term loan A facility (“Term Loan Facility”) payable quarterly beginning in the fiscal year ended December 31, 2027 with balance due September 2029; bearing interest at 5.194% as of June 30, 2026
$800,000 $800,000 
Revolving Credit Facility due September 2029; bearing interest at 5.174% as of June 30, 2026
185,000 — 
Tax-Exempt Bonds:
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 (“New York Bonds 2014R-1”) due December 2044 - fixed rate interest period bearing interest at 2.875% through December 2029
25,000 25,000 
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 (“New York Bonds 2014R-2”) due December 2044 - fixed rate interest period bearing interest at 4.300% through June 2036
15,000 15,000 
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020 (“New York Bonds 2020”) due September 2050 - fixed rate interest period bearing interest at 4.250% through September 2030
37,500 37,500 
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020R-2 (“New York Bonds 2020R-2”) due September 2050 - fixed rate interest period bearing interest at 5.125% through September 2030
35,000 35,000 
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-3 (“FAME Bonds 2015R-3”) due August 2035 - fixed rate interest period bearing interest at 5.000% through August 2035
29,000 29,000 
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2024 (“FAME Bonds 2024”) due December 2047 - fixed rate interest period bearing interest at 4.625% through May 2035
45,000 45,000 
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (“Vermont Bonds 2013”) due April 2036 - fixed rate interest period bearing interest at 4.625% through April 2028
16,000 16,000 
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2022A-1 (“Vermont Bonds 2022A-1”) due June 2052 - fixed rate interest period bearing interest at 5.000% through May 2027
35,000 35,000 
Vermont Economic Development Authority Solid Waste Disposal Revenue Bonds Series 2022A-2 (“Vermont Bonds 2022A-2”) due June 2052 - fixed rate interest period bearing interest at 4.375% through May 2032
25,000 25,000 
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 (“New Hampshire Bonds”) due April 2029 - fixed rate interest period bearing interest at 2.950% through April 2029
11,000 11,000 
Other:
Finance leases maturing through December 2107; bearing interest at a weighted average of 4.907% as of June 30, 2026
104,425 94,035 
Notes payable with no stated interest rate maturing through September 2028731 1,097 
Principal amount of debt 1,363,656 1,168,632 
Less—unamortized debt issuance costs 12,944 13,970 
Debt less unamortized debt issuance costs1,350,712 1,154,662 
Less—current maturities of debt25,580 25,735 
$1,325,132 $1,128,927 

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Credit Facility
As of June 30, 2026, we are party to the second amended and restated credit agreement (“Credit Agreement”), which provides for a $800,000 aggregate principal amount Term Loan Facility and a $700,000 Revolving Credit Facility, with a $155,000 sublimit for letters of credit (collectively, "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 $200,000, 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:
Term SOFR LoansBase Rate Loans
Credit Facility
1.300% to 2.175%
0.300% to 1.175%
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 $484,768. The available amount is net of outstanding irrevocable letters of credit totaling $30,232. No amount has been drawn on the outstanding irrevocable letters of credit as of June 30, 2026.
The Credit Agreement requires us to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio, to be measured at the end of each fiscal quarter. In addition to these financial covenants, the Credit Agreement contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. As of June 30, 2026, we were in compliance with the covenants contained in the Credit Agreement.
An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the Credit Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations. If we were unable to repay debt to our lenders or were otherwise in default under any provision governing our outstanding debt obligations, our secured lenders could proceed against us and against the collateral securing that debt.
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Tax-Exempt Financings
Industrial revenue bonds are tax-exempt municipal debt securities issued by a government agency on our behalf and sold only to qualified institutional buyers. As of June 30, 2026, we had outstanding $273,500 aggregate principal amount of tax-exempt bonds issued by the states of New York, Vermont, Maine and New Hampshire (collectively, the “Industrial Revenue Bonds”), which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, and require interest payments semi-annually. The Industrial Revenue Bonds have fixed rate interest periods. At the end of each respective fixed rate interest period, the corresponding tax-exempt bond may be converted to a variable rate interest period or remarketed over a new fixed rate interest period. We borrowed the proceeds of the Industrial Revenue Bonds to finance or reimburse certain qualified capital projects and other costs in each respective state of issuance as defined in the related offering memorandum and indenture.
In the six months ended June 30, 2026, we completed the remarketing of $15,000 aggregate principal amount of New York Bonds 2014R-2, which bears a fixed rate interest rate of 4.300% through June 2036.
In the six months ended June 30, 2025, we completed the drawdown of $25,000 aggregate principal amount of Vermont Bonds 2022A-2, which bears a fixed interest rate of 4.375% through May 2032, and repaid in full Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3, which matured in January 2025.
Cash, Cash Equivalents and Restricted Cash, Including Non-Current
Restricted cash is included with restricted assets in our consolidated balance sheets based on the nature of the underlying restriction. Our restricted cash included with restricted assets, classified as non-current assets as of December 31, 2025, was associated with legally restricted cash held in an escrow account due to the timing of the close of an acquisition.
A reconciliation of beginning of period and end of period cash, cash equivalents and restricted cash, including non-current for the six month ended June 30, 2026 presented in the unaudited consolidated statements of cash flows is as follows:
June 30,
2026		December 31,
2025
Cash and cash equivalents$25,541 $123,773 
Restricted cash - non-current
— 93,086 
Cash, cash equivalents and restricted cash, including non-current$25,541 $216,859 
Cash Flow Hedges
Our strategy to reduce exposure to interest rate risk involves entering into interest rate derivative agreements to hedge against adverse movements in interest rates related to the variable rate portion of our long-term debt. We have designated these derivative instruments as highly effective cash flow hedges, and therefore the change in their fair value is recorded in stockholders’ equity as a component of accumulated other comprehensive income (loss), net of tax and included in interest expense at the same time as interest expense is affected by the hedged transactions. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt and included in cash flows from operating activities.
As of both June 30, 2026 and December 31, 2025, we had $515,000 notional amount of active interest rate derivative agreements outstanding. Interest rate derivative agreements outstanding as of June 30, 2026, mature between December 2026 and February 2030 and provide that we receive interest based on Term SOFR, restricted by a 0.0% floor, and pay interest at a weighted average rate of approximately 3.626%.
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A summary of the effect of cash flow hedges related to derivative instruments on the consolidated balance sheets follows:
Fair Value
Balance Sheet LocationJune 30,
2026		December 31,
2025
Interest rate swapsOther current assets$2,233 $2,081 
Interest rate swapsOther non-current assets1,336 835 
$3,569 $2,916 
Interest rate swapsOther accrued liabilities$1,571 $3,073 
Interest rate swapsOther long-term liabilities1,088 5,348 
$2,659 $8,421 
Interest rate swapsAccumulated other comprehensive income (loss), net of tax$910 $(5,505)
Interest rate swaps - tax effectAccumulated other comprehensive income (loss), net of tax(350)1,550 
$560 $(3,955)
9.    COMMITMENTS AND CONTINGENCIES
Legal Proceedings
In the ordinary course of our business and as the result of the extensive governmental regulation of the solid waste industry, we are subject to various judicial and administrative proceedings involving state and local agencies. In these proceedings, an agency may seek to impose fines or to revoke or deny renewal of an operating permit held by us. From time to time, we may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills and transfer stations, or allegations of environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we may be named defendants in various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the ordinary operation of a waste management business. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions fall within various procedural stages at any point in time, and some are covered in part by insurance.
In accordance with FASB ASC 450 - Contingencies, we accrue for legal proceedings, inclusive of legal costs, when losses become probable and reasonably estimable. We have recorded an aggregate accrual, net of payments of $2,063 relating to our outstanding legal proceedings as of June 30, 2026 and it is at least reasonably possible that a change in estimate will occur in the near-term. As of the end of each applicable reporting period, we review each of our legal proceedings to determine whether it is probable, reasonably possible or remote that a liability has been incurred and, if it is at least reasonably possible, whether a range of loss can be reasonably estimated under the provisions of FASB ASC Subtopic 450-20. In instances where we determine that a loss is probable and we can reasonably estimate a range of loss we may incur with respect to such a matter, we record an accrual for the amount within the range that constitutes our best estimate of the possible loss. If we are able to reasonably estimate a range, but no amount within the range appears to be a better estimate than any other, we record an accrual in the amount that is the low end of such range. When a loss is reasonably possible, but not probable, we will not record an accrual, but we will disclose our estimate of the possible range of loss where such estimate can be made in accordance with FASB ASC 450-20. We disclose outstanding matters that we believe could have a material adverse effect on our financial condition, results of operations or cash flows.
North Country Environmental Services Letter of Deficiency
On June 14, 2024, our subsidiary, North Country Environmental Services, Inc. (“NCES”), received a Letter of Deficiency (the “Letter”) from the New Hampshire Department of Environmental Services (“NHDES”) concerning alleged violations related to leachate management and leachate data and reporting. The Letter required certain actions to correct the deficiencies on a prescribed timeline, and NCES has met the deadlines for information submission. On January 12, 2026, the New Hampshire Department of Justice and NCES entered into a Consent Decree resolving the alleged violations and requiring the payment of a $1,900 civil penalty, part of which may be offset through approved Supplemental Environmental Projects focused on stabilizing landfill debris impacting the Saco River, of which one such project has already been implemented. The terms of the settlement allow for us to receive a credit towards the penalty for field work costs associated with a Supplemental Environmental Project. The accrual has been reduced to account for these sums that have already been paid. The Grafton County Superior Court entered approval of the Consent Decree on January 29, 2026.
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Granite State Landfill Solid Waste Permit Denial
On April 3, 2025, NHDES denied the October 31, 2023 application of our subsidiary, Granite State Landfill, LLC (“GSL”), for the development of new landfill capacity in New Hampshire. On April 8, 2025, GSL filed a Petition for Declaratory Judgment in the Merrimack Superior Court (“Court”) requesting that the Court find that NHDES’s denial of GSL’s application was unlawful (“Petition”). On May 9, 2025, NHDES filed an Answer to the Petition. On June 23, 2025, North Country Alliance for Balanced Change (“NCABC”) filed a Motion to Intervene, in response to which GSL filed an Objection on June 30, 2025. On July 1, 2025, a scheduling conference was held and the Court issued a Scheduling Order of the same date providing that the issues raised in the Petition appear to be a legal dispute that can be addressed by cross-motions for summary judgment, and requiring the parties to confer and submit briefing schedule proposals to the Court on or before July 18, 2025. A Joint Proposed Briefing Schedule was filed by the parties on July 17, 2025. NCABC filed a reply to GSL’s Objection to NCABC’s Motion to Intervene on July 25, 2025. On August 5, 2025, the Court issued an order granting NCABC’s Motion to Intervene. GSL timely moved for reconsideration of that order, which was denied on September 2, 2025. GSL then filed a Motion for an Interlocutory Appeal on September 12, 2025, to challenge NCABC’s standing to intervene. NCABC objected to the Motion for an Interlocutory Appeal on September 22, 2025. On September 15, 2025, GSL and NHDES filed cross-motions for summary judgment. NCABC joined in NHDES’s motion. GSL’s and NHDES’s objections to the cross-motions for summary judgment were submitted October 15, 2025. The Court held a hearing on the cross-motions for summary judgment on May 26, 2026. On July 23, 2026, the Court issued an order granting NHDES’s Motion for Summary Judgment, which was joined by NCABC, and denying GSL’s Motion for Summary Judgment, in response to which, GSL filed a Motion to Reconsider on August 6, 2026.
On May 5, 2025, GSL and NCABC each filed a Notice of Appeal of NHDES’s denial of GSL’s application with the New Hampshire Waste Management Council (the “Council”) (“GSL Appeal” and “NCABC Appeal”, respectively). On May 9, 2025, GSL filed a partially assented to Motion to Intervene in the NCABC Appeal, followed by a Motion to Dismiss the NCABC Appeal on June 27, 2025. NHDES filed a Motion to Dismiss the NCABC Appeal on July 17, 2025. NCABC filed an Objection to GSL’s Motion to Dismiss on July 24, 2025 and to NHDES’s Motion to Dismiss on July 28, 2025. On August 8, 2025, NCABC filed a Motion to Intervene in the GSL Appeal. On February 23, 2026, the Council issued an Order declining to accept the NCABC Appeal. In response, NCABC submitted a Motion for Rehearing and Clarification along with a Revised Petition for Appeal, both dated March 16, 2026. The Council subsequently denied NCABC’s Motion for Rehearing by Order dated March 27, 2026. NCABC appealed this decision to the New Hampshire Supreme Court. NCABC’s appeal was declined by the New Hampshire Supreme Court by Order dated July 16, 2026. The GSL Appeal remains pending before the Council.
The Council held a prehearing conference on the GSL Appeal on April 15, 2026, at which time NCABC’s Motion to Intervene was argued, and a deadline was set for NHDES to file additional motions concerning the GSL Appeal. The Council issued an Order on May 4, 2026, denying NCABC’s Motion to Intervene in the GSL Appeal, and granting NCABC permission to join the GSL Appeal, amicus curiae. On May 8, 2026, NHDES filed a Motion to Dismiss several of GSL’s claims on appeal. On June 1, 2026, GSL filed an Objection to NHDES’s Motion to Dismiss, and NCABC filed a Motion for Rehearing and Clarification of the Council’s Order on NCABC’s Motion to Intervene. On June 10, 2026, the Council issued an Order denying NCABC’s Motion for Rehearing and withdrawing NCABC’s amicus curiae status, holding that NCABC’s status would be a limited intervenor in the GSL Appeal. NHDES’s Motion to Dismiss remains under consideration.
On July 10, 2026, HB 707 was signed into law in New Hampshire and will take effect in September 2026. The law establishes a new Solid Waste Facility Site Evaluation Committee (“Site Evaluation Committee”) and creates a state-level process for reviewing, evaluating, and approving future landfill siting proposals within the state. Under this framework, proposed new landfill sites, such as GSL, will be subject to Site Evaluation Committee review and approval.
As of June 30, 2026, we had $13,525 of capitalized project development costs related to the GSL landfill project included in other non-current assets. In light of recent legislation it is at least reasonably possible that we will not be able to recover some or all of the costs associated with the project through future operations.
Juniper Ridge Landfill Public Benefit Determination Remand on Appeal
On January 7, 2026, the Penobscot Superior Court (“Superior Court”) issued a decision in the matter of Penobscot Nation & Conservation Law Foundation (“Petitioners”) v. Maine Department of Environmental Protection (“Department”), with Casella subsidiary, NEWSME Landfill Operations, LLC as Party‑in‑Interest, addressing the Petitioners’ challenge to the Department’s public benefit determination for the proposed expansion of the Subtitle D landfill located in West Old Town, Maine (“Juniper Ridge Landfill”) that we operate. The Superior Court granted Petitioners’ motion for judicial notice and found that the Department failed to make necessary factual findings regarding both the need for on‑site sludge‑drying and the cumulative environmental burdens borne by the Penobscot Nation. The Superior Court remanded the matter for the Department to make additional findings on these issues. The Department made additional findings in a revised public benefit determination submitted by the Department to the Superior Court on March 23, 2026. On April 11, 2026, Petitioners filed a supplemental brief objecting to the revised public benefit determination. On June 10, 2026, NEWSME Landfill Operations, LLC and the Department submitted separate filings requesting that the Superior Court affirm the revised public benefit determination issued
19


by the Department. On June 24, 2026, Petitioners filed a reply brief responding to the briefing of NEWSME Landfill Operations, LLC and the Department. The Superior Court heard oral argument on the revised public benefit determination on July 23, 2026. The matter remains pending before the Superior Court.
Juniper Ridge Landfill Expansion License Application
On July 27, 2026, the Presiding Officer overseeing the Maine Department of Environmental Protection licensing proceeding for the proposed Juniper Ridge Landfill expansion issued a Second Procedural Order denying NEWSME Landfill Operations, LLC's request to be recognized as a co-applicant, determining that the State of Maine Bureau of General Services remains the sole applicant and licensee and that NEWSME participates as the State's agent. The order also granted intervenor status to various parties, scheduled an August 14, 2026 pre-hearing conference, and established additional procedural requirements for the proceeding.
Environmental Remediation Liabilities
We are subject to liability for environmental damage, including personal injury and property damage, that our solid waste, recycling and power generation facilities may cause to neighboring property owners, particularly as the result of the contamination of drinking water sources or soil, possibly including damage resulting from conditions that existed before we acquired the facilities. We may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if we or our predecessors arrange or arranged to transport, treat or dispose of those materials.
We accrue for costs associated with environmental remediation obligations when such costs become both probable and reasonably estimable. Determining the method and ultimate cost of remediation requires that a number of assumptions be made. There can sometimes be a range of reasonable estimates of the costs associated with remediation of a site. In these cases, we use the amount within the range that constitutes our best estimate. In the early stages of the remediation process, particular components of the overall liability may not be reasonably estimable; in this instance we use the components of the liability that can be reasonably estimated as a surrogate for the liability. It is reasonably possible that we will need to adjust the liabilities recorded for remediation to reflect the effects of new or additional information, to the extent such information impacts the costs, timing or duration of the required actions, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows. We disclose outstanding environmental remediation matters that remain unsettled or are settled in the reporting period that we believe could have a material adverse effect on our financial condition, results of operations or cash flows.
We inflate the estimated costs in current dollars to the expected time of payment and discount the total cost to present value using a risk-free interest rate when the amount and timing of cash payments for the liability are fixed or reliably determinable. The weighted-average risk-free interest rate associated with our environmental remediation liabilities as of June 30, 2026 was approximately 1.8%.
A summary of the changes to the aggregate environmental remediation liabilities for the six months ended June 30, 2026 and 2025 follows:
Six Months Ended
June 30,
20262025
Beginning balance$4,988 $5,532 
Accretion expense44 46 
Obligations settled (1)
(408)(315)
Ending balance4,624 5,263 
Less: current portion1,178 1,563 
Long-term portion$3,446 $3,700 
(1)May include amounts that are being processed through accounts payable as a part of our disbursement cycle.
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10.    STOCKHOLDERS' EQUITY
Stock Based Compensation
Shares Available For Issuance
In fiscal year 2024, our stockholders approved the amendment and restatement of our 2016 Incentive Plan (“Amended 2016 Plan”). Under the Amended 2016 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (A) 4,000 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events) which is comprised of: (i) 1,750 shares of Class A common stock reserved for the issuance in connection with the Amended 2016 Plan, plus (ii) 2,250 shares of Class A common stock originally reserved for issuance under the 2016 Incentive Plan; plus (B) such additional number of shares of Class A common stock (up to approximately 2,723 shares) as is equal to the sum of the number of shares of Class A common stock that remained available for grant under the 2006 Stock Incentive Plan (“2006 Plan”) immediately prior to the expiration of the 2006 Plan and the number of shares of Class A common stock subject to awards granted under the 2006 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us. As of June 30, 2026, there were 1,843 Class A common stock equivalents available for future grant under the Amended 2016 Plan.
Stock Options
Stock options are granted at a price equal to the prevailing fair value of our Class A common stock at the date of grant. Generally, stock options granted have a term not to exceed ten years and vest over a one-year to five-year period from the date of grant.
The fair value of each stock option granted is estimated using a Black-Scholes option-pricing model, which uses a risk-free interest rate, based on the U.S. Treasury yield curve for the period of the expected life of the stock option; and requires extensive use of accounting judgment and financial estimation, including estimates of: the expected term, calculated based on the weighted averaged historical life of vested stock options, giving consideration to vesting schedules and historical exercise patterns; and the expected volatility, calculated using the weekly historical volatility of our Class A common stock over the expected life of the stock option.
A summary of stock option activity follows:
Stock OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (years)Aggregate Intrinsic Value
Outstanding, December 31, 2025101 $80.85 
Granted— $— 
Exercised— $— 
Forfeited— $— 
Outstanding, June 30, 2026101 $80.85 6.2$1,626 
Exercisable, June 30, 202660 $80.25 6.1$1,010 
Stock-based compensation expense related to stock options was $135 and $268 during the three and six months ended June 30, 2026, respectively, as compared to $135 and $268 during the three and six months ended June 30, 2025, respectively. As of June 30, 2026, we had $721 of unrecognized stock-based compensation expense related to outstanding stock options to be recognized over a weighted average period of 1.5 years.
During the three and six months ended June 30, 2026, the aggregate intrinsic value of stock options exercised was zero dollars.
Other Stock Awards
Restricted stock awards, restricted stock units and performance stock units, with the exception of market-based performance stock units, are granted at a price equal to the fair value of our Class A common stock at the date of grant. The fair value of each market-based performance stock unit is estimated using a Monte Carlo pricing model, which requires extensive use of accounting judgment and financial estimation, including the estimated share price appreciation plus, if applicable, the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period.
Typically, restricted stock awards granted to non-employee directors vest incrementally over a three-year period beginning on the first anniversary of the date of grant. Restricted stock units granted to non-employee directors vest in full on the first anniversary of the grant date. Restricted stock units granted to employees vest incrementally over an identified service period, typically three years, beginning on the grant date based on continued employment. Performance stock units granted to employees, including market-based performance stock units, vest at a future date following the grant date and are based on the attainment of performance targets and market achievements, as applicable.
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A summary of restricted stock award, restricted stock unit and performance stock unit activity follows:
Restricted Stock Awards, Restricted Stock Units, and Performance Stock Units (1)Weighted
Average Grant Date Fair
Value 		Weighted Average Remaining Contractual Term (years)Aggregate Intrinsic Value
Outstanding, December 31, 2025207 $104.73 
Granted150 $94.00 
Class A Common Stock Vested(50)$96.53 
Forfeited(9)$109.39 
Outstanding, June 30, 2026298 $100.59 2.0$28,928 
Unvested, June 30, 2026535 $103.14 1.8$51,879 
(1)Performance stock unit grants, including market-based performance stock units, are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 237 shares of Class A common stock currently included in unvested.
Stock-based compensation expense related to restricted stock awards, restricted stock units and performance stock units was $3,598 and $6,092 during the three and six months ended June 30, 2026, respectively, as compared to $2,527 and $7,136 during the three and six months ended June 30, 2025, respectively.
During the three and six months ended June 30, 2026, the total fair value of other stock awards vested was $4,501.
As of June 30, 2026, total unrecognized stock-based compensation expense related to outstanding restricted stock units was $10,142, which is to be recognized over a weighted average period of 2.0 years. As of June 30, 2026, total expected unrecognized stock-based compensation expense related to outstanding performance stock units was $12,630, which is to be recognized over a weighted average period of 1.9 years.
The weighted average fair value of market-based performance stock units granted during the six months ended June 30, 2026 was $98.60 per award, which was calculated using a Monte Carlo pricing model assuming a risk-free interest rate of 3.72% and an expected volatility of 25.6% assuming no expected dividend yield. Risk-free interest rate is based on the U.S. Treasury yield curve for the expected service period of the award. Expected volatility is calculated using the daily volatility of our Class A common stock over the expected service period of the award.
The Monte Carlo pricing model requires extensive use of accounting judgment and financial estimation. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the unaudited consolidated statements of operations.
We also recorded $284 and $523 of stock-based compensation expense related to the Second Amended and Restated 1997 Employee Stock Purchase Plan during the three and six months ended June 30, 2026, respectively, as compared to $203 and $373 during the three and six months ended June 30, 2025, respectively.
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Accumulated Other Comprehensive Income (Loss), Net of Tax
A summary of the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax follows:
Interest Rate Swaps
Balance, December 31, 2025$(3,955)
Other comprehensive income before reclassifications
6,622 
Interest rate swap amounts reclassified into interest expense
(207)
Income tax provision related to items of other comprehensive income(1,900)
Other comprehensive income, net of tax
4,515 
Balance, June 30, 2026$560 

A summary of reclassifications out of accumulated other comprehensive income (loss), net of tax into earnings follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Details About Accumulated Other Comprehensive Income (Loss), Net of Tax ComponentsAmounts Reclassified Out of Accumulated Other Comprehensive Income (Loss), Net of TaxAffected Line Item in the Consolidated
Statements of Operations
Interest rate swaps$(6)$(985)$(207)$(1,997)Interest expense
6 985 207 1,997 Income (loss) before income taxes
2 289 61 586 (Benefit) provision for income taxes
$4 $696 $146 $1,411 Net income (loss)
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11.    EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share attributable to common stockholders is computed by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted earnings (loss) per share attributable to common stockholders is calculated based on the combined weighted average number of common shares and potentially dilutive shares, which include the assumed exercise of employee stock options, unvested restricted stock awards, unvested restricted stock units and unvested performance stock units, including market-based performance units based on the expected achievement of performance targets. In computing diluted earnings (loss) per share attributable to common stockholders, we utilize the treasury stock method.
A summary of the numerator and denominators used in the computation of earnings (loss) per common share attributable to common stockholders follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Numerator:
Net income (loss)$3,770 $5,208 $(1,769)$398 
Denominators:
Number of shares outstanding, end of period:
Class A common stock62,651 62,502 62,651 62,502 
Class B common stock988 988 988 988 
Effect of weighted average shares outstanding
(26)(29)(60)(66)
Basic weighted average common shares outstanding63,613 63,461 63,579 63,424 
Impact of potentially dilutive securities:
Dilutive effect of stock options and other stock awards72 102 — 100 
Diluted weighted average common shares outstanding63,685 63,563 63,579 63,524 
Anti-dilutive potentially issuable shares128 — 447 — 
12.    OTHER ITEMS AND CHARGES
Expense from Acquisition Activities
In the three and six months ended June 30, 2026, we recorded charges of $6,081 and $12,590, respectively, and in the three and six months ended June 30, 2025, we recorded charges of $6,463 and $11,992, respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses.
Organics Facility Closure Charge
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 $1,088 and $2,016, 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.
13.    FAIR VALUE OF FINANCIAL INSTRUMENTS
We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data.
We use valuation techniques that maximize the use of market prices and observable inputs and minimize the use of unobservable inputs. In measuring the fair value of our financial assets and liabilities, we rely on market data or assumptions that we believe market participants would use in pricing an asset or a liability.
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Assets and Liabilities Accounted for at Fair Value
Our financial instruments include cash, cash equivalents and non-current restricted cash, accounts receivable, restricted investment securities held in trust on deposit with various banks as collateral for our obligations relative to our landfill final capping, closure and post-closure costs, interest rate derivatives, trade payables and debt. The carrying values of cash, cash equivalents and non-current restricted cash, accounts receivable and trade payables approximate their respective fair values due to their short-term nature. The fair value of restricted investment securities held in trust, which are valued using quoted market prices, are included as restricted assets in the Level 1 tier below. The fair value of the interest rate derivatives included in the Level 2 tier below is calculated using discounted cash flow valuation methodologies based upon Term SOFR yield curves that are observable at commonly quoted intervals for the full term of the swaps. We recognize all derivatives accounted for on the consolidated balance sheets at fair value.
Recurring Fair Value Measurements
Summaries of our financial assets and liabilities that are measured at fair value on a recurring basis follow:
Fair Value Measurement at June 30, 2026 Using:
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Restricted investment securities - landfill closure$3,132 $— $— 
Interest rate swaps— 3,569 — 
$3,132 $3,569 $— 
Liabilities:
Interest rate swaps$— $2,659 $— 

Fair Value Measurement at December 31, 2025 Using:
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable Inputs
(Level 3)
Assets:
Restricted investment securities - landfill closure$3,179 $— $— 
Interest rate swaps— 2,916 — 
$3,179 $2,916 $— 
Liabilities:
Interest rate swaps$— $8,421 $— 
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Fair Value of Debt
As of June 30, 2026, the carrying value of our Term Loan Facility was $800,000 and the carrying value of our Revolving Credit Facility was $185,000. Their fair values are based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs, and approximate their carrying values.
As of June 30, 2026, the fair value of the Industrial Revenue Bonds was approximately $280,383 and the carrying value was $273,500. The fair value of the Industrial Revenue Bonds is considered to be Level 2 within the fair value hierarchy as the fair value is determined using market approach pricing provided by a third-party that utilizes pricing models and pricing systems, mathematical tools and judgment to determine the evaluated price for the security based on the market information of each of the bonds or securities with similar characteristics.
Although we have determined the estimated fair value amounts of the Industrial Revenue Bonds using available market information and commonly accepted valuation methodologies, a change in available market information, and/or the use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. These amounts have not been revalued, and current estimates of fair value could differ significantly from the amounts presented.
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14.    SEGMENT REPORTING
We report selected information about our reportable operating segments in a manner consistent with that used for internal management reporting. We classify our solid waste operations on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions. Revenues associated with our solid waste operations are derived mainly from solid waste (i) collection and (ii) disposal services, which include landfill and transfer station services, as well as (iii) transportation, (iv) landfill gas-to-energy and (v) processing services in the eastern United States.
Our Resource Solutions operating segment leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Revenues associated with our Resource Solutions operations are comprised of processing services and our National Accounts business. Revenues from processing services are derived from customers in the form of processing fees, tipping fees, commodity sales, and organic material related brokerage services and sales. Revenues from our National Accounts business are derived from brokerage services and overall resource management services providing a wide range of environmental services and resource management solutions to large and complex organizations, as well as traditional collection, disposal and recycling services provided to large account multi-site customers. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment, which is not a reportable operating segment.
For comparative purposes, summarized financial information by segment reported in the three and six months ended June 30, 2025 has been updated in the tables below as we have voluntarily corrected certain amounts related to an immaterial error in the prior year’s segment footnote disclosure by reclassifying certain intercompany amounts from contra-revenue recorded in our Eastern and Western regions to costs of operations for those same regions, with no impact on any measure of segment operating income (loss) or our consolidated balance sheet, earnings, or cash flows.
See Note 5, Goodwill and Intangible Assets for the breakout of goodwill by reportable operating segment.
The accounting policies of our reportable operating segments are the same as those described in Item 8. “Financial Statements and Supplementary Data” of our 2025 Form 10-K. Our President and Chief Executive Officer is our chief operating decision maker (“CODM”). Our CODM uses operating income (loss) in evaluating reportable operating segment performance in order to properly allocate resources and make key operating decisions. Intercompany revenues and expenses are eliminated in the computation of consolidated gross revenues and operating income (loss).
The CODM uses operating income (loss) for each reportable operating segment in the annual budget and forecasting process and considers budget-to-actual and forecast-to-actual variances on a monthly basis when making decisions about the allocation of operating and capital resources to each reportable operating segment.
Summarized financial information concerning our reportable segments for the three and six months ended June 30, 2026 and 2025 follows:

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Three Months Ended June 30, 2026
EasternWesternMid-AtlanticSolid Waste
Subtotal		Resource
Solutions		Corporate
Entities		EliminationsConsolidated
Third-party revenues
$154,218 $185,738 $102,231 $442,187 $101,561 $— $— $543,748 
Intercompany revenues
37,397 69,910 7,319 114,626 5,905 — (120,531)— 
Gross revenues
191,615 255,648 109,550 556,813 107,466 — (120,531)543,748 
Cost of operations137,443 174,290 84,898 396,631 88,252 597 (120,531)364,949 
General and administration8,457 7,806 5,659 21,922 6,340 34,906 — 63,168 
Depreciation and amortization24,877 34,248 21,315 80,440 6,116 1,942 — 88,498 
Expense from acquisition activities
860 213 1,589 2,662 471 2,948 — 6,081 
Organics facility closure charge
— — — — 1,088 — — 1,088 
Operating income (loss)$19,978 $39,091 $(3,911)$55,158 $5,199 $(40,393)$— 19,964 
Interest expense, net17,421 
Other income
(822)
Income before income taxes$3,365 
Interest expense, net
$351 $240 $467 $1,058 $21 $16,342 $— $17,421 
Capital expenditures$17,181 $30,513 $15,538 $63,232 $4,447 $4,630 $— $72,309 
Total assets$862,117 $1,129,088 $1,152,418 $3,143,623 $312,361 $101,532 $— $3,557,516 
Three Months Ended June 30, 2025
EasternWesternMid-AtlanticSolid Waste
Subtotal		Resource
Solutions		Corporate
Entities		EliminationsConsolidated
Third-party revenues
$120,924 $170,134 $82,566 $373,624 $91,710 $— $— $465,334 
Intercompany revenues
32,404 61,047 3,445 96,896 4,130 — (101,026)— 
Gross revenues
153,328 231,181 86,011 470,520 95,840 — (101,026)465,334 
Cost of operations109,763 157,086 65,546 332,395 76,286 415 (101,026)308,070 
General and administration5,718 9,008 5,728 20,454 5,576 28,493 — 54,523 
Depreciation and amortization17,816 32,761 19,435 70,012 5,358 1,636 — 77,006 
Expense from acquisition activities
165 608 2,862 3,635 33 2,795 — 6,463 
Operating income (loss)$19,866 $31,718 $(7,560)$44,024 $8,587 $(33,339)$— 19,272 
Interest expense, net13,000 
Other income
(615)
Income before income taxes$6,887 
Interest expense, net
$306 $220 $45 $571 $27 $12,402 $— $13,000 
Capital expenditures$18,820 $24,245 $17,652 $60,717 $2,348 $3,338 $— $66,403 
Total assets$552,443 $1,147,974 $979,157 $2,679,574 $282,951 $294,386 $— $3,256,911 




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Six Months Ended June 30, 2026
EasternWesternMid-AtlanticSolid Waste
Subtotal		Resource
Solutions		Corporate
Entities		EliminationsConsolidated
Third-party revenues
$265,506 $348,186 $197,025 $810,717 $190,359 $— $— $1,001,076 
Intercompany revenues
64,906 129,903 13,861 208,670 11,703 — (220,373)— 
Gross revenues
330,412 478,089 210,886 1,019,387 202,062 — (220,373)1,001,076 
Cost of operations238,345 326,065 161,220 725,630 167,109 1,508 (220,373)673,874 
General and administration15,048 16,203 11,618 42,869 11,791 66,636 — 121,296 
Depreciation and amortization42,033 66,705 42,466 151,204 11,312 3,965 — 166,481 
Expense from acquisition activities924 335 3,305 4,564 488 7,538 — 12,590 
Organics facility closure charge
— — — — 2,016 — — 2,016 
Operating income (loss)$34,062 $68,781 $(7,723)$95,120 $9,346 $(79,647)$— 24,819 
Interest expense, net31,414 
Other income
(1,136)
Loss before income taxes$(5,459)
Interest expense, net
$735 $478 $852 $2,065 $43 $29,306 $— $31,414 
Capital expenditures$24,856 $46,591 $36,442 $107,889 $6,163 $8,236 $— $122,288 
Total assets$862,117 $1,129,088 $1,152,418 $3,143,623 $312,361 $101,532 $— $3,557,516 
Six Months Ended June 30, 2025
EasternWesternMid-AtlanticSolid Waste
Subtotal		Resource
Solutions		Corporate
Entities		EliminationsConsolidated
Third-party revenues
$225,664 $322,451 $160,413 $708,528 $173,907 $— $— $882,435 
Intercompany revenues
58,692 114,773 5,258 178,723 7,606 — (186,329)— 
Gross revenues
284,356 437,224 165,671 887,251 181,513 — (186,329)882,435 
Cost of operations205,417 297,496 124,718 627,631 146,319 900 (186,329)588,521 
General and administration11,771 18,177 9,728 39,676 10,117 61,216 — 111,009 
Depreciation and amortization33,925 63,121 37,696 134,742 10,491 3,264 — 148,497 
Expense from acquisition activities
560 1,452 5,276 7,288 1,024 3,680 — 11,992 
Operating income (loss)$32,683 $56,978 $(11,747)$77,914 $13,562 $(69,060)$— 22,416 
Interest expense, net24,598 
Other income
(933)
Loss before income taxes$(1,249)
Interest expense, net$532 $441 $100 $1,073 $53 $23,472 $— $24,598 
Capital expenditures$26,923 $39,445 $43,285 $109,653 $6,419 $5,806 $— $121,878 
Total assets$552,443 $1,147,974 $979,157 $2,679,574 $282,951 $294,386 $— $3,256,911 


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A summary of our revenues attributable to services provided follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Collection$355,031 $297,905 $664,682 $574,368 
Disposal (1)
77,148 65,434 126,660 113,916 
Transportation (1)
5,935 6,145 10,582 11,360 
Landfill gas-to-energy1,427 1,556 4,363 4,321 
Processing2,646 2,584 4,430 4,563 
Solid waste442,187 373,624 810,717 708,528 
Processing (2)
52,890 50,155 96,205 94,671 
National Accounts (2)
48,671 41,555 94,154 79,236 
Resource Solutions101,561 91,710 190,359 173,907 
Total revenues$543,748 $465,334 $1,001,076 $882,435 
(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.
(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.
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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included under Item 1. “Financial Statements”. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“fiscal year 2025”) filed with the Securities and Exchange Commission on February 20, 2026 (“2025 Form 10-K”).
This Quarterly Report on Form 10-Q and, in particular, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, may contain or incorporate a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding:
•our ability to consummate business acquisitions or divestitures, integrate acquired businesses and operations and achieve the expected benefits, including the expected annualized revenues from such acquired businesses and operations;
•our ability to achieve the key strategies of our long-term strategic plan;
•the projected development of additional disposal capacity or expectations regarding permits for existing capacity;
•the outcome of any legal or regulatory matter;
•expected liquidity and financing plans;
•expected future revenues, operations, expenditures and cash needs;
•whether our pricing programs and operational initiatives will outpace higher operating and construction costs from inflation and regulatory changes;
•severe weather conditions, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations;
•projected future obligations related to final capping, closure and post-closure costs of our existing landfills and any disposal facilities which we may own or operate in the future;
•our ability to use our net operating losses and tax positions;
•our ability to service our debt obligations;
•the recoverability or impairment of any of our assets or goodwill;
•estimates of the potential markets for our products and services, including the anticipated drivers for future growth;
•sales and marketing plans or price and volume assumptions;
•projected improvements to our infrastructure and the impact of such improvements on our business and operations; and
•general economic factors, such as ongoing or potential geopolitical conflict, pandemics, recessions, or similar national or global events, and general macroeconomic conditions, including, among other things, consumer confidence, global supply chain disruptions, inflation, labor supply, fuel prices, tariffs, fluctuations in recycling commodity pricing, interest rates and access to capital markets, that generally are not within our control, and our exposure to credit and counterparty risk.
In addition, any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates”, “projects” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate, as well as management’s beliefs and assumptions, and should be read in conjunction with our consolidated financial statements and notes thereto. These forward-looking statements are not guarantees of future performance, circumstances or events. The occurrence of the events described and the achievement of the expected results depends on many events, some or all of which are not predictable or within our control. Actual results may differ materially from those set forth in the forward-looking statements.
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.
There may be additional risks that we are not presently aware of or that we currently believe are immaterial, which could have an adverse impact on our business. We explicitly disclaim any obligation to update any forward-looking statements whether as the result of new information, future events or otherwise, except as otherwise required by law.
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Company Overview
Casella Waste Systems, Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company. We provide resource management expertise and services to residential, commercial, municipal, institutional and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organics services.
We provide integrated solid waste services with operating locations in eleven states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine, Pennsylvania, Delaware, New Jersey, Maryland and West Virginia, with our headquarters located in Rutland, Vermont. We manage our solid waste operations on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions, each of which provides a comprehensive range of non-hazardous solid waste services. We manage our resource renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment.
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.
Results of Operations
Revenues
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.
We manage our resource renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Revenues associated with our Resource Solutions operations includes processing services and services provided by our National Accounts business. Revenues from processing services are derived from customers in the form of processing fees, tipping fees, commodity sales, and organic material related brokerage services and sales. Revenues from our National Accounts business are derived from brokerage services and overall resource management services providing a wide range of environmental services and resource management solutions to large and complex organizations, as well as traditional collection, disposal and recycling services provided to large account multi-site customers.
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The table below shows revenues attributable to services provided (dollars in millions and as a percentage of total revenues) for the following periods:
Three Months Ended June 30,$
Change		Six Months Ended June 30,$
Change
2026202520262025
Collection$355.0 65.3 %$297.9 64.0 %$57.1 $664.7 66.4 %$574.4 65.1 %$90.3 
Disposal (1)
77.1 14.2 %65.5 14.1 %11.6 126.7 12.7 %113.9 12.9 %12.8 
Transportation (1)
5.9 1.1 %6.1 1.3 %(0.2)10.6 1.1 %11.4 1.3 %(0.8)
Landfill gas-to-energy1.4 0.3 %1.6 0.3 %(0.2)4.4 0.4 %4.3 0.5 %0.1 
Processing2.8 0.4 %2.5 0.6 %0.3 4.3 0.4 %4.5 0.5 %(0.2)
Solid waste operations442.2 81.3 %373.6 80.3 %68.6 810.7 81.0 %708.5 80.3 %102.2 
Processing (2)
52.8 9.7 %50.1 10.8 %2.7 96.2 9.6 %94.7 10.7 %1.5 
National Accounts (2)
48.7 9.0 %41.6 8.9 %7.1 94.2 9.4 %79.2 9.0 %15.0 
Resource Solutions operations101.5 18.7 %91.7 19.7 %9.8 190.4 19.0 %173.9 19.7 %16.5 
Total revenues$543.7 100.0 %$465.3 100.0 %$78.4 $1,001.1 100.0 %$882.4 100.0 %$118.7 
(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.
(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.
Solid waste revenues
A summary of the period-to-period changes in solid waste revenues (dollars in millions and as percentage growth of solid waste revenues) follows:
Period-to-Period Change for the Three Months Ended June 30, 2026 vs. 2025Period-to-Period Change for the Six Months Ended June 30, 2026 vs. 2025
Amount% GrowthAmount% Growth
Price$20.4 5.5 %$37.4 5.3 %
Volume
(2.2)(0.6)%(10.7)(1.5)%
Intercompany transfers to National Accounts(1.4)(0.4)%(2.9)(0.4)%
Surcharges and other fees10.4 2.8 %13.5 1.8 %
Commodity price and volume(0.3)(0.1)%(0.1)— %
Acquisitions 41.7 11.2 %65.0 9.2 %
Solid waste revenues$68.6 18.4 %$102.2 14.4 %


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:
•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.
•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
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of disposal revenues, and $0.6 million year-to-date, or 0.5% as a percentage of disposal revenues, primarily related to higher landfill volumes combined with lower transfer station volumes year-to-date.
•Surcharges and other fees increased solid waste revenues both quarterly and year-to-date due to higher energy and environmental fee (“E&E Fee(s)”) revenues associated with our fuel cost recovery program related to higher diesel fuel prices, higher sustainability recycling adjustment fee (“SRA Fee(s)”) revenues due to lower recycled commodity prices as compared to the prior year periods and higher participation levels in our fee programs.
•Acquisitions increased solid waste revenues both quarterly and year-to-date due to the partial year impact of our acquisition of four businesses in the six months ended June 30, 2026, and the rollover impact of acquisitions completed in fiscal year 2025, due to the timing of when the acquisitions were completed.
Resource Solutions revenues
See “Segment Reporting” below for discussion over the period-to-period changes in Resource Solutions revenues.
Operating Expenses
A summary of cost of operations, general and administration expense, and depreciation and amortization expense is as follows (dollars in millions and as a percentage of total revenues):
Three Months Ended June 30,$
Change		Six Months Ended June 30,$
Change
2026202520262025
Cost of operations$364.9 67.1 %$308.1 66.2 %$56.8 $673.9 67.3 %$588.5 66.7 %$85.4 
General and administration$63.2 11.6 %$54.5 11.7 %$8.7 $121.3 12.1 %$111.0 12.6 %$10.3 
Depreciation and amortization$88.5 16.3 %$77.0 16.5 %$11.5 $166.5 16.6 %$148.5 16.8 %$18.0 
Cost of Operations
Cost of operations includes: (i) direct costs, which consist of the costs of purchased materials and third-party transportation and disposal costs, including third-party tipping fees; (ii) direct labor costs, which include salaries, wages, incentive compensation and related benefit costs such as health and welfare benefits and workers compensation; (iii) direct operational costs, which include landfill operating costs such as accretion expense related to final capping, closure and post-closure obligations, leachate treatment and disposal costs and depletion of landfill operating lease obligations, vehicle insurance costs, host community fees and royalties; (iv) fuel costs used by our vehicles and in conducting our operations; (v) maintenance and repair costs relating to our vehicles, equipment and containers; and (vi) other operational costs including facility costs.
A summary of the major components of our cost of operations is as follows (dollars in millions and as a percentage of total revenues):
Three Months Ended June 30,$
Change		Six Months Ended June 30,$
Change
2026202520262025
Direct costs$129.3 23.8 %$110.1 23.7 %$19.2 $229.8 23.0 %$201.6 22.9 %$28.2 
Direct labor costs87.5 16.1 %73.8 15.9 %13.7 165.0 16.5 %141.7 16.1 %23.3 
Direct operational costs35.2 6.5 %32.4 7.0 %2.8 65.2 6.5 %62.1 7.0 %3.1 
Fuel costs25.3 4.7 %15.3 3.3 %10.0 44.6 4.5 %31.1 3.5 %13.5 
Maintenance and repair costs46.2 8.4 %40.9 8.7 %5.3 88.1 8.7 %81.0 9.2 %7.1 
Other operational costs41.4 7.6 %35.6 7.6 %5.8 81.2 8.1 %71.0 8.0 %10.2 
Total cost of operations
$364.9 67.1 %$308.1 66.2 %$56.8 $673.9 67.3 %$588.5 66.7 %$85.4 
These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
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 summarized below:
•Direct costs increased primarily due to acquisitions and higher third-party disposal rates.
•Direct labor costs increased primarily due to acquisitions and higher wage and benefit rates.
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•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 Contingencies and Note 12, Other Items and Charges to 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.
•Fuel costs increased due to acquisitions and higher average diesel fuel prices. See Item 3. “Quantitative and Qualitative Disclosures about Market Risk” of this Quarterly Report on Form 10-Q for additional information regarding our fuel costs.
•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.
•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.
General and Administration
General and administration expense includes: (i) labor costs, which consist of salaries, wages, incentive compensation and related benefit costs such as health and welfare benefits and workers compensation costs related to management, clerical and administrative functions; (ii) professional service fees; (iii) provision for expected credit losses; and (iv) other overhead costs including those associated with marketing, sales and community relations efforts.
A summary of the major components of our general and administration expense (dollars in millions and as a percentage of total revenues) is as follows:
Three Months Ended June 30,$
Change		Six Months Ended June 30,$
Change
2026202520262025
Labor costs$41.9 7.7 %$35.0 7.5 %$6.9 $80.7 8.1 %$74.5 8.4 %$6.2 
Professional service fees
3.1 0.6 %3.5 0.8 %(0.4)5.8 0.6 %6.8 0.8 %(1.0)
Provision for expected credit losses0.9 0.2 %0.4 0.1 %0.5 2.1 0.2 %0.3 — %1.8 
Other17.3 3.1 %15.6 3.3 %1.7 32.7 3.2 %29.4 3.4 %3.3 
Total general and administration expense
$63.2 11.6 %$54.5 11.7 %$8.7 $121.3 12.1 %$111.0 12.6 %$10.3 
These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
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.
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Depreciation and Amortization
Depreciation and amortization expense includes: (i) depreciation of property and equipment (including assets recorded for finance leases) on a straight-line basis over the estimated useful lives of the assets; (ii) amortization of landfill costs (including those costs incurred and all estimated future costs for landfill development and construction, along with asset retirement costs arising from closure and post-closure obligations) on a units-of-consumption method as landfill airspace is consumed over the total estimated remaining capacity of a site, which includes both permitted capacity and unpermitted expansion capacity that meets certain criteria for amortization purposes, and amortization of landfill asset retirement costs arising from final capping obligations on a units-of-consumption method as airspace is consumed over the estimated capacity associated with each final capping event; and (iii) amortization of intangible assets with a definite life, based on the economic benefit provided, or using the sum of years digits or straight-line methods over the definitive terms of the related agreements.
A summary of the components of depreciation and amortization expense (dollars in millions and as a percentage of total revenues) is as follows:
Three Months Ended June 30,$
Change		Six Months Ended June 30,$
Change
2026202520262025
Depreciation expense$48.8 9.0 %$42.4 9.1 %$6.4 $94.6 9.4 %$82.0 9.3 %$12.6 
Landfill amortization expense17.7 3.2 %15.5 3.3 %2.2 31.5 3.1 %27.9 3.2 %3.6 
Amortization of intangibles
22.0 4.1 %19.1 4.1 %2.9 40.4 4.1 %38.6 4.3 %1.8 
Total depreciation and amortization expense$88.5 16.3 %$77.0 16.5 %$11.5 $166.5 16.6 %$148.5 16.8 %$18.0 
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.
Expense from Acquisition Activities
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.
Organics Facility Closure Charge
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.
Other Expenses
Interest Expense, net
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.
(Benefit) Provision for Income Taxes
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.
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On July 4, 2025, H.R.1 – One Big Beautiful Bill Act (The “OBBB Act”) was enacted. The OBBB Act addresses a wide range of changes including reinstating 100% bonus depreciation eligible for qualified assets. The OBBB Act also restores the EBITDA-based computation of interest expense limitations under Section 163(j) of the Internal Revenue Code among other income tax items; any interest expense limited may be carried forward indefinitely and utilized in later years subject to the interest limitation. We have evaluated the impacts of the OBBB Act, both federal and state, for those provisions that impact the fiscal year ending December 31, 2026. We will continue to evaluate the impacts of the OBBB Act for any further changes relating to state conformity to OBBB Act for future years.
On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJ Act”) was enacted. The TCJ Act significantly changed U.S. corporate income tax laws by, among other things, changing carryforward rules for net operating losses. Depending on bonus depreciation and other elections made on our 2025 federal tax return when filed, we project federal net operating losses generated of $123 million after 2017 and $1 million before 2017, totaling $124 million, to be carried forward to 2026. These will be carried forward indefinitely but generally the amount generated after 2017 may only offset up to 80% of taxable income earned in a tax year.
Segment Reporting
We report selected information about our reportable operating segments in a manner consistent with that used for internal management reporting. We manage our solid waste operations on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions. We manage our resource renewal operations through the Resource Solutions operating segment. As noted above, for comparative purposes, certain prior period amounts have been moved between the processing and National Accounts service lines within our Resource Solutions operating segment to conform to the current period presentation reflecting the realignment of a business unit related to organic materials brokerage operations. In addition, 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 for comparative purposes. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment, which is not a reportable operating segment.
Revenues
A summary of revenues by reportable operating segment (in millions) follows:
Three Months Ended
June 30,		$
Change		Six Months Ended
June 30,		$
Change
2026202520262025
Eastern$154.2 $120.9 $33.3 $265.5 $225.7 $39.8 
Western185.7 170.1 15.6 348.2 322.4 25.8 
Mid-Atlantic
102.2 82.6 19.6 197.0 160.4 36.6 
Resource Solutions101.6 91.7 9.9 190.4 173.9 16.5 
Total revenues$543.7 $465.3 $78.4 $1,001.1 $882.4 $118.7 
Operating Income (Loss)
A summary of operating income (loss) by operating segment (in millions) follows:
Three Months Ended
June 30,		$
Change		Six Months Ended
June 30,		$
Change
2026202520262025
Eastern$20.0 $19.9 $0.1 $34.1 $32.7 $1.4 
Western39.1 31.7 7.4 68.8 57.0 11.8 
Mid-Atlantic
(3.9)(7.6)3.7 (7.7)(11.7)4.0 
Resource Solutions5.2 8.6 (3.4)9.3 13.6 (4.3)
Corporate Entities(40.4)(33.3)(7.1)(79.7)(69.2)(10.5)
Operating income $20.0 $19.3 $0.7 $24.8 $22.4 $2.4 
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Eastern Region
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:
Period-to-Period Change for the Three Months Ended June 30, 2026 vs. 2025Period-to-Period Change for the Six Months Ended June 30, 2026 vs. 2025
Amount% GrowthAmount% Growth
Price$6.4 5.3 %$12.1 5.3 %
Volume0.1 — %(1.9)(0.9)%
Surcharges and other fees4.2 3.5 %5.5 2.6 %
Commodity price and volume0.1 — %0.5 0.2 %
Intercompany transfers to National Accounts(0.1)— %(0.1)— %
Acquisitions 22.6 18.7 %23.7 10.5 %
Solid waste revenues$33.3 27.5 %$39.8 17.7 %
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.
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.
See Note 9, Commitments and Contingencies and Note 12, Other Items and Charges to 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.
Western Region
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:
Period-to-Period Change for the Three Months Ended June 30, 2026 vs. 2025Period-to-Period Change for the Six Months Ended June 30, 2026 vs. 2025
Amount% GrowthAmount% Growth
Price$10.1 5.9 %$18.6 5.8 %
Volume (2.1)(1.2)%(5.5)(1.7)%
Surcharges and other fees5.9 3.6 %8.0 2.4 %
Commodity price and volume(0.3)(0.2)%(0.6)(0.2)%
Intercompany transfers to National Accounts(0.1)(0.1)%(0.1)— %
Acquisitions 2.1 1.2 %5.4 1.7 %
Solid waste revenues$15.6 9.2 %$25.8 8.0 %
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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.
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.
See Note 12, Other Items and Charges to 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.
Mid-Atlantic Region
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:
Period-to-Period Change for the Three Months Ended June 30, 2026 vs. 2025Period-to-Period Change for the Six Months Ended June 30, 2026 vs. 2025
Amount% GrowthAmount% Growth
Price$3.9 4.7 %$6.7 4.2 %
Volume (0.3)(0.4)%(3.3)(2.0)%
Surcharges and other fees0.2 0.4 %— — %
Intercompany transfers to National Accounts(1.2)(1.5)%(2.7)(1.8)%
Acquisitions 17.0 20.6 %35.9 22.4 %
Solid waste revenues $19.6 23.8 %$36.6 22.8 %
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.
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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.
See Note 12, Other Items and Charges to 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.
Resource Solutions
A summary of the period-to-period changes in Resource Solutions revenues (dollars in millions and as percentage growth of Resource Solutions revenues) follows:
Period-to-Period Change for the Three Months Ended June 30, 2026 vs. 2025Period-to-Period Change for the Six Months Ended June 30, 2026 vs. 2025
Amount% GrowthAmount% Growth
Price$4.0 4.4 %$3.0 1.7 %
Volume 0.4 0.5 %7.3 4.2 %
Intercompany transfers from solid waste
1.4 1.5 %2.9 1.7 %
Facility closure
(1.9)(2.0)%(3.7)(2.1)%
Surcharges and other fees1.5 1.4 %1.9 1.0 %
Acquisitions 4.5 4.9 %5.1 3.0 %
Resource Solutions revenues
$9.9 10.7 %$16.5 9.5 %

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.
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
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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.
See Note 12, Other Items and Charges to 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 and the organics facility closure charge.
Corporate Entities
Corporate Entities operating loss reflects costs, including legal, tax, information technology, human resources, certain finance and accounting and other administrative functions, depreciation and amortization expense and certain expense from acquisition activities, which are not allocated to our reportable operating segments.
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.
See Note 12, Other Items and Charges to 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.
Liquidity and Capital Resources
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.
Our known current and long-term uses of cash include, among other possible demands: (i) acquisitions, (ii) capital expenditures and leases, (iii) repayments to service debt and other long-term obligations, and (iv) payments for final capping, closure and post-closure asset retirement obligations and environmental remediation liabilities. We have made in the past, and plan to make in the future, acquisitions to expand service areas, densify existing operations, and grow services for our customers. Future acquisitions may include larger acquisitions that may be inside or outside of our existing market, which could require additional financing either in the form of debt or equity.
A summary of consolidated balance sheet items relevant to our liquidity (in millions) follows:
June 30,
2026		December 31,
2025		$ Change
Cash and cash equivalents
$25.5 $123.8 $(98.3)
Current assets, excluding cash and cash equivalents
$289.1 $245.5 $43.6 
Restricted cash and assets
$3.1 $96.3 $(93.2)
Total current liabilities:
Current liabilities, excluding current maturities of debt$291.4 $268.2 $23.2 
Current maturities of debt25.6 25.7 (0.1)
Total current liabilities$317.0 $293.9 $23.1 
Debt, less current portion, excluding unamortized debt issuance costs
$1,338.1 $1,142.9 $195.2 
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.
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Summary of Cash Flow Activity
A summary of cash flows (in millions) follows:
Six Months Ended
June 30,		$
Change
20262025
Net cash provided by operating activities$161.0 $139.6 $21.4 
Net cash used in investing activities(522.5)(296.4)(226.1)
Net cash provided by (used in) financing activities170.1 (8.8)178.9 
Net decrease in cash, cash equivalents and restricted cash, including non-current
$(191.4)$(165.6)$(25.8)
Cash flows from operating activities.
A summary of operating cash flows (in millions) follows:
Six Months Ended
June 30,
20262025
Net (loss) income$(1.8)$0.4 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization166.5 148.5 
Interest accretion on landfill and environmental remediation liabilities8.0 7.4 
Amortization of debt issuance costs 1.5 1.5 
Stock-based compensation6.9 7.8 
Operating lease right-of-use assets expense12.5 10.4 
Other items and charges, net
0.2 1.1 
Deferred income taxes(9.5)(0.1)
184.3 177.0 
Changes in assets and liabilities, net(23.3)(37.4)
Net cash provided by operating activities$161.0 $139.6 
A summary of the most significant items affecting the change in our operating cash flows follows:
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.
Cash flows from investing activities.
A summary of investing cash flows (in millions) follows:
Six Months Ended
June 30,		$
Change
20262025
Acquisitions, net of cash acquired$(400.8)$(175.0)$(225.8)
Additions to property and equipment
(122.3)(121.9)(0.4)
Proceeds from sale of property and equipment0.6 0.5 0.1 
Net cash used in investing activities$(522.5)$(296.4)$(226.1)
A summary of the most significant items affecting the change in our investing cash flows follows:
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.
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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.
Cash flows from financing activities.
A summary of financing cash flows (in millions) follows:
Six Months Ended
June 30,		$
Change
20262025
Proceeds from long-term borrowings$249.0 $25.0 $224.0 
Principal payments on debt(78.4)(33.0)(45.4)
Payments of debt issuance costs(0.5)(0.8)0.3 
Net cash provided by (used in) financing activities$170.1 $(8.8)$178.9 
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.
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.
See Note 8, Debt to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding financing activities.
Outstanding Long-Term Debt
Credit Facility
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:
Term SOFR LoansBase Rate Loans
Credit Facility1.300% to 2.175%0.300% to 1.175%
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.
The Credit Agreement requires us to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio, to be measured at the end of each fiscal quarter. As of June 30, 2026, we were in compliance with all financial covenants contained in the Credit Agreement as follows (in millions):
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Credit Facility Covenant
Twelve Months Ended June 30, 2026
Covenant Requirements at June 30, 2026
Maximum consolidated net leverage ratio (1)
2.70
4.00
Minimum interest coverage ratio7.843.00
(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):
Twelve Months Ended June 30, 2026
Net cash provided by operating activities$351.2 
Changes in assets and liabilities, net of effects of acquisitions and divestitures30.0 
Stock based compensation(13.3)
Operating lease right-of-use assets expense(11.0)
Other items and charges, net
(1.0)
Interest expense, less amortization of debt issuance costs 62.2 
Provision for income taxes, net of deferred income taxes
9.2 
Adjustments as allowed by the Credit Agreement (1)
67.5 
Consolidated EBITDA$494.8 
(1)Adjustments as allowed by the Credit Agreement includes the estimated annual pro forma impact of acquisitions on Consolidated EBITDA.
In addition to these financial covenants, the Credit Agreement also contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. As of June 30, 2026, we were in compliance with the covenants contained in the Credit Agreement. We do not believe that these restrictions impact our ability to meet future liquidity needs.
An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the Credit Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations. If we were unable to repay debt to our lenders or were otherwise in default under any provision governing our outstanding debt obligations, our secured lenders could proceed against us and against the collateral securing that debt.
Based on the seasonality of our business, operating results in the late fall, winter and early spring months are generally lower than the remainder of our fiscal year. Given the cash flow impact that this seasonality, the capital intensive nature of our business and the timing of debt payments has on our business, we may incur higher debt borrowings in order to meet our liquidity needs during these times. Consequently, our availability and performance against our financial covenants may tighten during these times as well.
Tax-Exempt Financings and Other Debt
As of June 30, 2026, we had outstanding $273.5 million aggregate principal amount of tax exempt bonds; $104.4 million aggregate principal amount of finance leases; and $0.7 million aggregate principal amount of notes payable.
See Note 8, Debt to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for further disclosure regarding debt.
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Inflation
Inflationary increases in costs have materially affected, and may continue to materially affect, our operating margins and cash flows. However, we believe that our flexible pricing structures and cost recovery fees are allowing us to recover and will continue to allow us to recover certain inflationary costs from our customer base. Consistent with industry practice, most of our contracts and service agreements provide for a pass-through of certain costs to our customers, including increases in landfill tipping fees and in most cases fuel costs, intended to mitigate the impact of inflation on our operating results. We have also implemented a number of operating efficiency programs that seek to improve productivity and reduce our service costs, and our fuel cost recovery programs, primarily the energy component of our E&E Fee, which is designed to recover escalating fuel price fluctuations above a periodically reset floor. Despite these programs, competitive factors may require us to absorb at least a portion of these cost increases. Additionally, management’s estimates associated with inflation have had, and will continue to have, an impact on our accounting for landfill and environmental remediation liabilities.
See Item 3. “Quantitative and Qualitative Disclosures about Market Risk” included in this Quarterly Report on Form 10-Q for additional information regarding our fuel cost recovery programs.
Regional Economic Conditions
Our business is primarily located in the eastern United States. Therefore, our business, financial condition and results of operations are susceptible to downturns in the general economy in this geographic region and other factors affecting the region, such as state and local regulations, labor availability and severe weather conditions. We are unable to forecast or determine the timing and/or the future impact of a sustained economic slowdown or other factors affecting the region.
Seasonality and Severe Weather
Our revenues historically have been higher in the late spring, summer and early fall months. This seasonality reflects lower volumes of waste in the late fall, winter and early spring months because the volume of waste relating to C&D activities decreases substantially during the winter months in the northeastern United States.
Our operations can be adversely affected by periods of inclement or severe weather, which may increase with the physical impacts of climate change and could increase our operating costs associated with the collection and disposal of waste, delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, increase the volume of waste collected under our existing contracts (without corresponding compensation), decrease the throughput and operating efficiency of our materials recycling facilities, or delay construction or expansion of our landfill sites and other facilities. Our operations can also be favorably affected by severe weather, which could increase the volume of waste in situations where we are able to charge for our additional services provided.
Critical Accounting Estimates and Assumptions
Our consolidated financial statements have been prepared in accordance with GAAP and necessarily include certain estimates and judgments made by management. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances.
In light of recent legislation disclosed in Note 9, Commitments and Contingencies to our consolidated financial statements included under Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q, it is at least reasonably possible that we will have a change in estimate related to the recoverability of some or all of the costs associated with the Granite State Landfill, LLC landfill development project through future operations potentially resulting in a charge in the near future.
Our critical accounting estimates are more fully discussed in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K for fiscal year 2025.
New Accounting Pronouncements
For a description of the new accounting standards that may affect us, see Note 2, Accounting Changes to our consolidated financial statements included under Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business we are exposed to market risks, including changes in diesel fuel prices, interest rates and certain commodity prices. We have a variety of strategies to mitigate these market risks, including those discussed below.
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Fuel Price Risk
The price and supply of fuel are unpredictable and fluctuate based on events beyond our control, including among others, geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regional production patterns. Fuel is needed to run our fleet of trucks, equipment and other aspects of our operations, and price escalations for fuel increase our operating expenses. We have fuel cost recovery programs, primarily the energy component of our energy and environmental fee (“E&E Fee(s)”), which is designed to offset some or all of the impact of diesel fuel price increases above a periodically reset floor and contemplates a minimum customer participation level to cover changes in our fuel costs. The energy component of the E&E Fee floats on a monthly basis based upon changes in a published diesel fuel price index and is tied to a price escalation index with a look-back provision, which results in a timing lag in our ability to match the changes in the fuel cost component of the fee to diesel fuel price fluctuations during periods of rapid price changes. In certain circumstances, a substantial rise or drop in fuel costs could materially affect our revenue and costs of operations. However, a substantial rise or drop in fuel costs should not have a material impact on our results of operations. In addition, we are susceptible to increases in fuel surcharges from our vendors.
Based on our consumption levels in the last twelve months ended June 30, 2026, combined with our expected fuel consumption related to recently closed acquisitions, and after considering physically settled fuel contracts, we believe a $0.50 cent per gallon change in the price of diesel fuel, based on 10% of the prevailing diesel fuel price per gallon at June 30, 2026, would change our direct fuel costs by approximately $9.0 million per year. Offsetting these changes in direct fuel expense would be changes in the energy component of the E&E Fees charged to our customers. Based on participation rates as of June 30, 2026 and considering recently closed acquisitions, we believe a $0.50 cent per gallon change in the price of diesel fuel would change the energy component of the E&E Fee by approximately $9.0 million per year. In addition to direct fuel costs related to our consumption levels, we are also subject to fuel surcharge expense from third party transportation providers. Other operational costs and capital expenditures may also be impacted by fuel prices.
In the three and six months ended June 30, 2026, our fuel costs were $25.3 million, or 4.7% of revenue, and $44.6 million, or 4.5% of revenue, respectively, as compared to $15.3 million, or 3.3% of revenue, and $31.1 million, or 3.5% of revenue, in the three and six months ended June 30, 2025, respectively.
See Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q for further discussion about fuel expense.
Commodity Price Risk
We market a variety of materials, including fibers such as old corrugated cardboard and old newsprint, plastics, glass, ferrous and aluminum metals. We may use a number of strategies to mitigate impacts from these recycled material commodity price fluctuations including: (i) charging collection customers a floating sustainability recycling adjustment fee to reduce recycling commodity risks; (ii) providing in-bound material recovery facilities (“MRF”) customers with a revenue share or indexed materials purchases in higher commodity price markets, or charging these same customers a processing cost or tipping fee per ton in lower commodity price markets; (iii) selling recycled commodities to out-bound MRF customers through floor price or fixed price agreements; or (iv) entering into fixed price contracts or hedges that mitigate the variability in cash flows generated from the sales of recycled paper at floating prices. Although we have introduced these risk mitigation programs to help offset volatility in commodity prices and to offset higher labor or capital costs to meet more stringent contamination standards, we cannot provide assurance that we can use these programs with our customers in all circumstances or that they will mitigate these risks in an evolving recycling environment. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. As of June 30, 2026, we were not party to any commodity hedging agreements.
The impact of commodity price risk as of June 30, 2026 does not differ materially from that discussed in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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Interest Rate Risk
Our strategy to reduce exposure to interest rate risk involves entering into interest rate derivative agreements to hedge against adverse movements in interest rates related to the variable rate portion of our long-term debt. We have designated these derivative instruments as highly effective cash flow hedges, and therefore the change in fair value is recorded in our stockholders’ equity as a component of accumulated other comprehensive loss, net of tax and included in interest expense at the same time as interest expense is affected by the hedged transactions. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt and included in cash flows from operating activities.
As of June 30, 2026, we had $378.7 million of fixed rate debt in addition to the $515.0 million fixed through our interest rate derivative agreements, and we had interest rate risk relating to approximately $470.0 million of variable long-term debt. The weighted average interest rate on the variable rate portion of long-term debt was approximately 5.190% at June 30, 2026. Should the average interest rate on the variable rate portion of long-term debt change by 100 basis points, we estimate that our interest expense would change by approximately $4.7 million annually, or $1.2 million quarterly.
ITEM 4.    CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in internal controls over financial reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
ITEM 1.    LEGAL PROCEEDINGS
The information required by this Item is provided in Note 9, Commitments and Contingencies to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.
Legal Proceedings over Certain Environmental Matters Involving Governmental Authorities with Possible Sanctions of $1.0 million or More
Item 103 of the Securities and Exchange Commission's Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions unless we reasonably believe the monetary sanctions, exclusive of interest and costs, will not equal or exceed a specified threshold which we determine is reasonably designed to result in disclosure of any such proceeding that is material to our business or financial condition. Pursuant to Item 103, we have determined such disclosure threshold to be $1.0 million. Information relating to environmental proceedings is provided in Note 9, Commitments and Contingencies to our consolidated financial statements included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.
ITEM 1A.    RISK FACTORS
Our business is subject to a number of risks, including those identified in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period-to-period. We may disclose additional changes to our risk factors or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission.
ITEM 5.    OTHER INFORMATION
Director and Officer Trading Arrangements
None of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended June 30, 2026.

48


ITEM 6.    EXHIBITS
Exhibit
No.		Description
10.1 +
10.2 +
10.3
10.4
10.5
10.6
10.7
31.1 +
31.2 +
32.1 ++
32.2 ++
101.INSThe instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)
*
Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, (iii) Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025, (iv) Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025, (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, and (vi) Notes to Consolidated Financial Statements.
+Filed Herewith
++Furnished Herewith

49


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Casella Waste Systems, Inc.
Date: August 7, 2026By: /s/ Kevin Drohan
Kevin Drohan
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Date: August 7, 2026
By: /s/ Bradford J. Helgeson
Bradford J. Helgeson
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

50

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