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What changed in CASELLA WASTE SYSTEMS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CASELLA WASTE SYSTEMS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+329 added−339 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-18)

Top changes in CASELLA WASTE SYSTEMS INC's 2025 10-K

329 paragraphs added · 339 removed · 268 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

95 edited+15 added−32 removed152 unchanged
Biggest changeThe following table (in thousands) reflects the aggregate landfill capacity and airspace changes, in tons, for landfills we operated during fiscal year 2024, fiscal year 2023 and the fiscal year ended December 31, 2022, (“fiscal year 2022”): Fiscal Year 2024 Fiscal Year 2023 Fiscal Year 2022 Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Balance, beginning of year 54,635 50,415 105,050 57,547 49,632 107,179 58,705 47,251 105,956 New expansions pursued (3) — — — — — — — 4,494 4,494 Airspace consumed (3,401) — (3,401) (3,615) — (3,615) (3,672) — (3,672) Changes in engineering estimates (4) 1,722 (1,226) 496 703 783 1,486 2,514 (2,113) 401 Balance, end of year 52,956 49,189 102,145 54,635 50,415 105,050 57,547 49,632 107,179 (1) We convert estimated remaining permitted capacity and estimated additional permittable capacity from cubic yards to tons by assuming a compaction factor derived from historical average compaction factors, with modification for future anticipated changes.
Biggest changeThe estimated capacity at our landfills is subject to change based on engineering factors, requirements of regulatory authorities, our ability to continue to operate our landfills in compliance with applicable regulations and our ability to successfully renew operating permits and obtain expansion permits at our sites. 9 Table of Contents The following table (in thousands) reflects the aggregate landfill capacity and airspace changes, in tons, for landfills we operated during fiscal year 2025, fiscal year 2024 and the fiscal year 2023: Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023 Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Estimated Remaining Permitted Capacity (1) Estimated Additional Permittable Capacity (1)(2) Estimated Total Capacity Balance, beginning of year 52,956 49,529 102,485 54,635 50,415 105,050 57,547 49,632 107,179 Airspace consumed (3,658) — (3,658) (3,401) — (3,401) (3,615) — (3,615) Changes in engineering estimates (3) (753) 121 (632) 1,722 (886) 836 703 783 1,486 Balance, end of year 48,545 49,650 98,195 52,956 49,529 102,485 54,635 50,415 105,050 (1) We convert estimated remaining permitted capacity and estimated additional permittable capacity from cubic yards to tons by assuming a compaction factor derived from historical average compaction factors, with modification for future anticipated changes.
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.
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.
A majority of our commercial and industrial collection services are performed under one-to-five year service agreements, with prices and fees determined by such factors as: collection frequency; type of equipment and containers furnished; type, volume and weight of solid waste collected; distance to the disposal or processing facility; and cost of disposal or processing.
Collection. A majority of our commercial and industrial collection services are performed under one-to-five year service agreements, with prices and fees determined by such factors as: collection frequency; type of equipment and containers furnished; type, volume and weight of solid waste collected; distance to the disposal or processing facility; and cost of disposal or processing.
The EPA regulations issued under Subtitle C of the RCRA impose a comprehensive “cradle to grave” system for tracking the generation, transportation, treatment, storage and disposal of hazardous wastes.
The EPA regulations issued under Subtitle C of RCRA impose a comprehensive “cradle to grave” system for tracking the generation, transportation, treatment, storage and disposal of hazardous wastes.
Our Western region consists of the following Subtitle D landfills located in Coventry, Vermont (“Waste USA Landfill”), Morrisonville, New York (“Clinton County Landfill”), Angelica, New York (“Hyland Landfill”), Seneca, New York (“Ontario County Landfill”), Chemung, New York (“Chemung County Landfill”) and the McKean Landfill, and a C&D landfill located in Campbell, New York (“Hakes Landfill”): Waste USA Landfill.
Our Western region consists of the following Subtitle D landfills located in Coventry, Vermont (“Waste USA Landfill”), Morrisonville, New York (“Clinton County Landfill”), Angelica, New York (“Hyland Landfill”), Seneca, New York (“Ontario County Landfill”) and Chemung, New York (“Chemung County Landfill”), and a C&D landfill located in Campbell, New York (“Hakes Landfill”): Waste USA Landfill.
From a technology perspective, we continue to advance business intelligence tools that provide our teams with actionable data as well as investment and deployment of on-board-computers and cameras designed to enhance safety and service and modernize our fleet.
From a technology perspective, we continue to advance business intelligence tools that provide our teams with actionable data, as well as investment in and deployment of on-board-computers and cameras designed to enhance safety and service and modernize our fleet.
There has been an increasing trend at the state and local levels to mandate or encourage both waste reduction at the source and waste recycling, and to prohibit or restrict the disposal in landfills of certain types of solid wastes, including yard wastes and leaves, certain construction or architectural wastes, food wastes, beverage containers, newspapers, household appliances and electronics such as computers, and batteries.
There has been an ongoing trend at the state and local levels to mandate or encourage both waste reduction at the source and waste recycling, and to prohibit or restrict the disposal in landfills of certain types of solid wastes, including yard wastes and leaves, certain construction or architectural wastes, food wastes, beverage containers, newspapers, household appliances and electronics such as computers, and batteries.
Both the success of our safety programs and the performance of our health and safety and operations teams is measured by our total recordable incident rate, a measure of accidents and injuries compared to hours worked. Our extensive focus on new hire and ongoing training programs also helps us to manage and reduce operational risks for our front-line employees.
Both the success of our safety programs and the performance of our health and safety and operations teams are measured by our total recordable incident rate, a measure of accidents and injuries compared to hours worked. Our extensive focus on new hire and ongoing training programs also helps us to manage and reduce operational risks for our front-line employees.
Outside of the limitations on municipal solid waste, there are no annual tonnage limitations at the Juniper Ridge Landfill. We are party to an agreement for the construction of a landfill RNG facility plant at the Juniper Ridge Landfill, which was constructed, and now owned and operated by a third party.
Outside of the limitations on municipal solid waste, there are no annual tonnage limitations at the Juniper Ridge Landfill. We are party to an agreement for the construction of a landfill RNG facility plant at the Juniper Ridge Landfill, which was constructed, and is owned and operated by a third party.
Some of those liens may take priority over previously filed instruments. Some states have enacted statutes that impose liability for substances in addition to the “hazardous substances” listed by the EPA under CERCLA. 17 Table of Contents Many municipalities in which we currently operate or may operate in the future also have ordinances, laws and regulations affecting our operations.
Some of those liens may take priority over previously filed instruments. Some states have enacted statutes that impose liability for substances in addition to the “hazardous substances” listed by the EPA under CERCLA. Many municipalities in which we currently operate or may operate in the future also have ordinances, laws and regulations affecting our operations.
We plan to continue our measured approach to technology transformation, with capital investment in select technologies that are expected to be long-term strategic fits, drive operational efficiencies, and yield measurable business value. Facilities. We believe prioritizing and allocating capital to meet our long-term facility needs will help to improve employee safety, operating efficiencies, acquisition integration, and employee engagement.
We plan to continue our measured approach to technology transformation, with capital investment in select technologies that are expected to be long-term strategic fits, drive operational efficiencies, and yield measurable business value. Assets. We believe prioritizing and allocating capital to meet our long-term facility and equipment needs will help to improve employee safety, operating efficiencies, acquisition integration, and employee engagement.
Sayward held sales and marketing roles with GlaxoSmithKline and Abbott Laboratories, as well as a 19 Table of Contents sales and managerial position with First American Financial Corporation. Ms. Sayward holds a Bachelor of Arts degree from Middlebury College, completed a four-year law clerkship program, and is licensed to practice law in the State of Vermont. Sean M.
Sayward held sales and marketing roles with GlaxoSmithKline and Abbott Laboratories, as well as a sales and managerial position with First American Financial Corporation. Ms. Sayward holds a Bachelor of Arts degree from Middlebury College, completed a four-year law clerkship program, and is licensed to practice law in the State of Vermont. Sean M.
The Ontario County Landfill site houses a Zero-Sort MRF, which is operated by us, and a landfill gas-to-energy facility, which is owned and operated by a third party, that has the capacity to generate 11.2 MW of energy.
The Ontario County Landfill site houses a MRF, which is operated by us, and a landfill gas-to-energy facility, which is owned and operated by a third party, that has the capacity to generate 11.2 MW of energy.
We have invested capital in the development of rail infrastructure to expand the market reach for the landfill to rail capable transfer facilities, and began accepting waste deliveries by rail in fiscal year 2024.
We have invested and continue to invest capital in the development of rail infrastructure to expand the market reach for the landfill to rail capable transfer facilities, and began accepting waste deliveries by rail in fiscal year 2024.
Processing services consist of the receipt of recycled, sludge or other organic materials at one of our materials recovery, processing or disposal facilities, where it is then sorted, mixed and/or processed, and then repurposed, disposed of or sold.
Processing services consist of the receipt of recyclables and sludge or other organic materials at one of our materials recovery, processing or disposal facilities, where it is then sorted, mixed and/or processed, and then repurposed, disposed of or sold.
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 eastern United States.
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.
We have developed an apprenticeship program for drivers and technicians, where we recruit new employees with a broad range of experiences, perspectives, and backgrounds, and help them build the skills they need to thrive in our organization. Commercial Driver's License Training.
We have developed an apprenticeship program for drivers and technicians, where we recruit new employees with a broad range of experiences, perspectives, and backgrounds, and help them build the skills they need to thrive in our organization. 7 Table of Contents Commercial Driver's License Training.
In fiscal year 2024, we processed and/or marketed over 1.1 million tons of recyclable materials, including tons marketed through our National Accounts business commodity brokerage division and our baling facilities located throughout our footprint. The pricing for recyclable materials can fluctuate based upon market conditions.
In fiscal year 2025, we processed and/or marketed over 1.4 million tons of recyclable materials, including tons marketed through our National Accounts business commodity brokerage division and our baling facilities located throughout our footprint. The pricing for recyclable materials can fluctuate based upon market conditions.
Coletta joined us in December 2004, and has previously served as our President and Chief Financial Officer from July 2022 to November 2023, Senior Vice President, Chief Financial Officer and Treasurer from December 2012 to July 2022, Vice President of Finance and Investor Relations from January 2011 to December 2012 and Director of Finance and Investor Relations from August 2005 to January 2011.
Coletta joined us in December 2004 and previously served as our President from November 2023 until December 2025, President and Chief Financial Officer from July 2022 to November 2023, Senior Vice President, Chief Financial Officer and Treasurer from December 2012 to July 2022, Vice President of Finance and Investor Relations from January 2011 to December 2012 and Director of Finance and Investor Relations from August 2005 to January 2011.
Consistent with this strategy, we have grown our business and maintained conservative debt levels with a consolidated net leverage ratio of 2.54x as of December 31, 2024. See Item 7. “ Management's Discussion and Analysis of Financial Condition and Results of Operations ” of this Annual Report on Form 10-K for more disclosure about our consolidated net leverage ratio.
Consistent with this strategy, we have grown our business and maintained conservative debt levels with a consolidated net leverage ratio of 2.34x as of December 31, 2025. See Item 7. “ Management's Discussion and Analysis of Financial Condition and Results of Operations ” of this Annual Report on Form 10-K for more disclosure about our consolidated net leverage ratio.
(4) The variation in changes in airspace capacity associated with engineering estimates are primarily the result of changes in compaction at our landfills and estimated airspace changes associated with design changes at certain of our landfills.
(3) The variation in changes in airspace capacity associated with engineering estimates are primarily the result of changes in compaction at our landfills and estimated airspace changes associated with design changes at certain of our landfills.
The EPA and environmental agencies within individual states in which we operate continue to consider and promulgate changes to water quality standards, action levels, remediation goals, and other federal or state regulatory standards for 18 Table of Contents individual compounds or classes of compounds.
The EPA and environmental agencies within individual states in which we operate continue to consider and promulgate changes to water quality standards, action levels, remediation goals, and other federal or state regulatory standards for individual compounds or classes of compounds.
We believe that it is important to continue to invest in and strengthen our foundational pillars to support growth and further differentiate our business strategy. People.
We believe that it is important to continue to invest in and strengthen our foundational pillars to support growth and further differentiate our business strategy. Team.
We believe that we are well-positioned to explore and capitalize on future growth opportunities. For information regarding our business acquisitions, see Note 5, Business Combinations to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
We remain well-positioned to explore and capitalize on future growth opportunities. For information regarding our business acquisitions, see Note 5, Business Combinations to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
These changes include the development of new or more stringent standards for “Emerging Contaminants”, including PFAS, pharmaceutical compounds, and a variety of synthetic chemical compounds used in manufacturing and industrial processes.
These changes include the development of new or more stringent standards for “emerging contaminants,” including PFAS, pharmaceutical compounds, and a variety of synthetic chemical compounds used in manufacturing and industrial processes.
Our facility strategy helps to guide decisions related to facility expansions, consolidations, and relocations as well as key property or facility acquisitions. We are focused on facility standards that create a welcoming and accommodating experience for our employees, customers, vendors, and site visitors.
Our facility strategy helps to guide decisions related to facility expansions, consolidations, and relocations as well as key property or facility acquisitions. We are 6 Table of Contents focused on facility standards that create a welcoming and accommodating experience for our employees, customers, vendors, and site visitors.
“ Risk Factors ” of this Annual Report on Form 10-K for further disclosure. We also self-insure for automobile and workers’ compensation coverage with reinsurance coverage limiting our maximum exposure. In fiscal year 2024, our maximum exposure per individual event under the workers’ compensation plan was $1.50 million.
“ Risk Factors ” of this Annual Report on Form 10-K for further disclosure. 13 Table of Contents We also self-insure for automobile and workers’ compensation coverage with reinsurance coverage limiting our maximum exposure. In fiscal year 2025, our maximum exposure per individual event under the workers’ compensation plan was $1.50 million.
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. 3 Table of Contents We provide integrated solid waste services in ten states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine, Pennsylvania, Delaware, New Jersey and Maryland, with our headquarters located in Rutland, Vermont.
We 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. 3 Table of Contents 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.
This professional services business drove positive sales growth in fiscal year 2024 as National 5 Table of Contents Accounts volumes increased 4.3% as compared to fiscal year 2023. This volume growth reflects our sales expertise coupled with increased demand for resource management services from select larger customers.
This professional services business drove positive sales growth in fiscal year 2025 as National Accounts volumes increased 6.6% as compared to fiscal year 2024. This volume growth reflects our sales expertise coupled 5 Table of Contents with increased demand for resource management services from select larger customers.
We do not know whether or when the EPA will propose this rule, or what obligations such a rule will impose on our operations. The adoption of other laws and regulations, which may include the imposition of fees or taxes, could adversely affect our collection and disposal operations.
The EPA did not issue such a rule and we do not know whether or when the EPA will do so, or what obligations such a rule will impose on our operations. The adoption of other laws and regulations, which may include the imposition of fees or taxes, could adversely affect our collection and disposal operations.
We believe the strength of our balance sheet coupled with a robust acquisition pipeline positions us well for continued execution against our growth strategy. We have acquired 68 solid waste collection, transfer and recycling businesses since the beginning of 2018 through fiscal year 2024 with over $800 million of total annualized revenues.
We believe the strength of our balance sheet coupled with a robust acquisition pipeline positions us well for continued execution against our growth strategy. We have acquired 76 solid waste collection, transfer and recycling businesses since the beginning of 2018 through fiscal year 2025 with over $925 million of total annualized revenues.
Failure to comply with such requirements could result in substantial costs or penalties, including civil and criminal fines and penalties. 14 Table of Contents We strive to conduct our operations in compliance with applicable laws, regulations and permits.
Failure to comply with such requirements could result in substantial costs or penalties, including civil and criminal fines and penalties. We strive to conduct our operations in compliance with applicable laws, regulations and permits.
This includes eight solid waste, collection, transfer and recycling businesses acquired in fiscal year 2024 with over $200 million in total annualized revenues. We expect to adhere to our disciplined capital return hurdles and rigorous review and risk management process in executing against our acquisition and development opportunities.
This includes nine solid waste, collection, transfer and recycling businesses acquired in fiscal year 2025 with over $110 million in total annualized revenues. We expect to adhere to our disciplined capital return hurdles and rigorous review and risk management process in executing against our acquisition and development opportunities.
The principal federal statutes and regulations applicable to our operations are as follows: The Resource Conservation and Recovery Act of 1976, as amended (“RCRA”) The RCRA regulates the generation, treatment, storage, handling, transportation and disposal of solid waste and requires states to develop programs to ensure the safe disposal of solid waste.
The principal federal statutes and regulations applicable to our operations are as follows: The Resource Conservation and Recovery Act of 1976, as amended (“RCRA”) RCRA regulates the generation, treatment, storage, handling, transportation and disposal of solid waste and requires states to develop programs to ensure the safe disposal of solid waste. RCRA divides waste into two categories, hazardous and non-hazardous.
In fiscal year 2024, our minimum and maximum exposure per individual event under the automobile plan were up to $2.00 million and $4.20 million, respectively. 13 Table of Contents Municipal solid waste collection contracts and landfill closure and post-closure obligations may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance.
In fiscal year 2025, our minimum and maximum exposure per individual event under the automobile plan were up to $2.50 million and $4.50 million, respectively. Municipal solid waste collection contracts and landfill closure and post-closure obligations may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance.
We continue to invest in our people through leadership development, our career paths program, technical training for key roles such as drivers and mechanics, and incentive compensation structures that seek to align our employees’ incentives with our long-term goal to improve cash flows and returns on invested capital.
We continue to invest in our people through leadership development, our career paths program, technical training for key roles such as drivers and mechanics, and incentive compensation structures that seek to align our employees’ incentives with shareholder value creation and our long-term goal to improve cash flows.
We are focused on acquiring well-run businesses in strategic markets across our footprint and in markets that will drive additional operating synergies and provide opportunities to grow profitably, and further our potential to expand into new market areas over time. Strengthening Foundational Pillars Our strategy execution is supported by strengthening our foundational pillars: people, sustainable growth, technology, and facilities.
We are focused on acquiring well-run businesses in strategic markets across our footprint and in markets that will drive additional operating synergies and provide opportunities to grow profitably, and further our potential to expand into new market areas over time. Strengthening Foundational Pillars Our strategy execution is supported by strengthening our foundational pillars: team, culture, customer focus, technology, and assets.
(2) Represents capacity which we have determined to be “permittable” in accordance with the following criteria: (i) we control the land on which the expansion is sought; (ii) all technical siting criteria have been met or a variance has been obtained or is reasonably expected to be obtained; (iii) we have not identified any legal or political impediments which we believe will not be resolved in our favor; (iv) we are actively working on obtaining any necessary permits and we expect that all required permits will be received; and (v) senior management has approved the project based on a review of the engineering design and determination that the financial return profile meets our investment criteria. 9 Table of Contents (3) The increase in capacity associated with new expansion pursued at our Hakes Landfill (defined below) in our Western region in fiscal year 2022.
(2) Represents capacity which we have determined to be “permittable” in accordance with the following criteria: (i) we control the land on which the expansion is sought; (ii) all technical siting criteria have been met or a variance has been obtained or is reasonably expected to be obtained; (iii) we have not identified any legal or political impediments which we believe will not be resolved in our favor; (iv) we are actively working on obtaining any necessary permits and we expect that all required permits will be received; and (v) senior management has approved the project based on a review of the engineering design and determination that the financial return profile meets our investment criteria.
As a result of our acquisition activity in fiscal year 2024, which included entry into new markets, we have grown our workforce by over 20% as compared to fiscal year 2023, to over 5,000 employees. Our integration process has focused on welcoming and introducing our culture to new team members as well as providing the necessary resources across all operations.
As a result of our acquisition activity in fiscal year 2025, which included entry into new markets, we have grown our workforce to approximately 5,600 employees. Our integration process has focused on welcoming and introducing our culture to new team members as well as providing the necessary resources across all operations.
We are party to an agreement for the construction of a landfill renewable natural gas (“RNG”) facility, which will be constructed, owned and operated by a third party. Juniper Ridge Landfill. The Juniper Ridge Landfill is a Subtitle D landfill located in West Old Town, Maine.
We are party to an agreement for the construction of a landfill RNG facility, which was constructed, and is owned and operated by a third party. Juniper Ridge Landfill. The Juniper Ridge Landfill is a Subtitle D landfill located in West Old Town, Maine.
The RCRA divides waste into two categories, hazardous and non-hazardous. Wastes are generally classified as hazardous if they either (a) are specifically included on a list of hazardous wastes, or (b) exhibit certain characteristics defined as hazardous and are not specifically designated as non-hazardous.
Wastes are generally classified as hazardous if they either (a) are specifically included on a list of hazardous wastes, or (b) exhibit certain characteristics defined as hazardous and are not specifically designated as non-hazardous.
Our Eastern and Western regions are comprised primarily of solid waste collection, transfer station, and disposal facilities. Revenues derived from our solid waste operations in our Eastern and Western regions consist primarily of fees charged to customers for solid waste collection and disposal services, including landfill, transfer station and transportation, while also providing landfill gas-to-energy and processing services.
Revenues derived from our solid waste operations in each of our regional operating segments consist primarily of fees charged to customers for solid waste collection and disposal services, including landfill, transfer station and transportation, while also providing landfill gas-to-energy and processing services.
The McKean Landfill currently consists of approximately 256 acres of permitted or permittable landfill area and is permitted to accept up to approximately 1.6 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
The McKean Landfill is a Subtitle D landfill located in Mount Jewett, Pennsylvania that we purchased in 2011. The McKean Landfill currently consists of approximately 256 acres of permitted or permittable landfill area and is permitted to accept up to approximately 1.6 million tons of municipal solid waste, C&D material and certain pre-approved special waste annually.
We are party to an agreement for the construction of a landfill RNG facility plant at the Chemung County Landfill, which will be constructed, owned and operated by a third party. McKean Landfill. The McKean Landfill is a Subtitle D landfill located in Mount Jewett, Pennsylvania that we purchased in 2011.
We are party to an agreement for the construction of a landfill RNG facility plant at the Chemung County Landfill, which was constructed, and is owned and operated by a third party. Our Mid-Atlantic region consists of one Subtitle D landfill located in Mount Jewett, Pennsylvania: McKean Landfill.
Our Western region consists of wastesheds located in Vermont, southwestern New Hampshire, western and upstate New York, western Massachusetts, and in Pennsylvania around our McKean Landfill. We began entering into these wastesheds in 1997 and have expanded primarily through tuck-in acquisitions and organic growth since then.
We entered into these wastesheds beginning in 1996 and have expanded primarily through acquisitions and organic growth since that time. Our Western region consists of wastesheds located in Vermont, western New Hampshire and western and upstate New York. We began entering into these wastesheds in 1997 and have expanded primarily through tuck-in acquisitions and organic growth since then.
The terms of the recycling contracts vary, but all of the contracts provide that the municipality or a third party delivers the recycled materials to our facility. These contracts may include a minimum volume guarantee by the municipality.
A substantial portion of the recyclable materials provided is delivered pursuant to multiple long-term anchor contracts. The terms of the recycling contracts vary, but all of the contracts provide that the municipality or a third party delivers the recycled materials to our facility. These contracts may include a minimum volume guarantee by the municipality.
A combination of enterprise sustainability goals and efforts, strong brand placements, and marketing tactics are designed to unify and humanize our company while retaining existing customers and attracting new ones. Risk Management, Insurance and Performance or Surety Bonds We actively maintain environmental and other risk management programs that we believe are appropriate for our business.
Our enterprise sustainability goals, strong brand presence and targeted marketing strategies are designed to work together to unify and humanize our company - helping us retain existing customers while attracting new ones. Risk Management, Insurance and Performance or Surety Bonds We actively maintain environmental and other risk management programs that we believe are appropriate for our business.
These include zoning and health measures that limit solid waste management activities to specified sites or conduct, flow control provisions that direct the delivery of solid wastes to specific facilities or to facilities in specific areas, laws that grant the right to establish franchises for collection services and then put out for bid the right to provide collection services, and bans or other restrictions on the movement of solid wastes into a municipality.
These include zoning and health measures that limit solid waste management activities to specified sites or conduct, flow control provisions that direct the delivery of solid wastes to specific facilities or to facilities in specific areas, laws that grant the right to establish franchises for collection services and then put out for bid the right to provide collection services, and bans or other restrictions on the movement of solid wastes into a municipality. 17 Table of Contents Some states have enacted laws that allow agencies with jurisdiction over waste management facilities to deny or revoke permits based on the applicant’s or permit holder’s compliance status.
We also work to develop and/or partner with firms that have developed innovative approaches to deriving incremental value from the organic portion of the waste stream. Processing.
Resource Solutions services are comprised of processing services and services provided by our National Accounts business. We also work to develop and/or partner with firms that have developed innovative approaches to deriving incremental value from the organic portion of the waste stream. Processing.
Regulations reducing the volume and types of wastes available for transport to and disposal in landfills could affect our ability to operate our landfill facilities. Vermont, for example, enacted Act 148, containing among other things, a phased waste ban for recyclables, organics and leaf/yard waste.
Regulations reducing the volume and types of wastes available for transport to and disposal in landfills could affect our ability to operate our landfill facilities. Maine, for example, enacted An Act Regarding the Reduction and Recycling of Food Waste, containing among other things, a phased waste ban for food waste at solid waste landfills.
Approximately 170 of our employees are covered by collective bargaining agreements. Health, Safety and Wellness A top priority across all of our operations is to protect the health and safety of our team and the communities that we serve.
Health, Safety and Wellness A top priority across all of our operations is to protect the health and safety of our team and the communities that we serve.
Our residential collection and disposal services are performed either on a subscription basis (with no underlying contract) with individuals, or through contracts with municipalities, homeowners' associations, apartment owners or mobile home park operators.
Our residential collection and disposal services are performed either on a subscription basis (with no underlying contract) with individuals, or through contracts with municipalities, property owners or other third parties.
We remain focused on increasing our vertical integration in our Western region through extension of our reach into new markets. Our Mid-Atlantic region consists of wastesheds located in eastern Pennsylvania, western New Jersey, Delaware and Maryland. We began entering into these wastesheds in fiscal year 2023 with the completion of the GFL Acquisition.
We remain focused on increasing our vertical integration in our Western region through extension of our reach into new markets. Our Mid-Atlantic region consists of wastesheds located in Pennsylvania, western New Jersey, Delaware, Maryland and West Virginia.
Once operational, the RNG facility will replace the operations of our landfill gas-to-energy project. 10 Table of Contents Ontario County Landfill. The Ontario County Landfill is a Subtitle D landfill located in Seneca, New York. In 2003, we entered into a 25-year operation, management and lease agreement for the Ontario County Landfill (“OMLA”) with the Ontario County Board of Supervisors.
Ontario County Landfill. The Ontario County Landfill is a Subtitle D landfill located in Seneca, New York. In 2003, we entered into a 25-year operation, management and lease agreement for the Ontario County Landfill (“OMLA”) with the Ontario County Board of Supervisors.
Our residential collection services are performed either on a subscription basis (with no underlying contract) with individuals, or through contracts with municipalities, homeowner associations, apartment building owners or mobile home park operators. Transfer Stations.
Our residential collection services are performed either on a subscription basis (with no underlying contract) with individuals, or through contracts with municipalities, property owners or other third parties. Transfer Stations.
In addition to the Southbridge Landfill, we own and/or manage five unlined landfills and three lined landfills that are not currently in operation. We have closed and capped all of these landfills according to applicable environmental regulatory standards.
In addition to the Southbridge Landfill, we own and/or manage five unlined landfills and three lined landfills that are not currently in operation.
Resource Solutions Our Resource Solutions operating segment was formed to leverage our core competencies in materials processing, industrial recycling, organics and resource management service offerings in order to generate additional value from the waste stream for larger commercial, municipal, institutional and industrial customers with more diverse needs. Resource Solutions services are comprised of processing services and our National Accounts business.
We have closed and capped all of these landfills according to applicable environmental regulatory standards. 11 Table of Contents Resource Solutions Our Resource Solutions operating segment was formed to leverage our core competencies in materials processing, industrial recycling, organics and resource management service offerings in order to generate additional value from the waste stream for larger commercial, municipal, institutional and industrial customers with more diverse needs.
In July 2024, the EPA announced that it will issue a proposed rule in 2025 to update its Clean Air Act emission standards for new and existing municipal solid waste landfills in order to cut methane and certain other landfill gas emissions.
We do not know whether or when the EPA will finalize these proposed rules, or how such rules will affect our operations. 16 Table of Contents In July 2024, the EPA announced that it would issue a proposed rule in 2025 to update its Clean Air Act emission standards for new and existing municipal solid waste landfills in order to cut methane and certain other landfill gas emissions.
Casella 74 Chairman of the Board of Directors, Chief Executive Officer and Secretary Edmond “Ned” R. Coletta 49 President Bradford J. Helgeson 48 Executive Vice President and Chief Financial Officer Shelley E. Sayward 50 Senior Vice President and General Counsel Sean M. Steves 48 Senior Vice President and Chief Operating Officer of Solid Waste Operations Kevin J.
Helgeson 49 Executive Vice President and Chief Financial Officer Shelley E. Sayward 51 Senior Vice President and General Counsel Sean M. Steves 49 Senior Vice President and Chief Operating Officer of Solid Waste Operations Kevin J. Drohan 45 Vice President and Chief Accounting Officer Edmond “Ned” R.
Given this backdrop and the positioning of our assets, and in response to persistent cost inflation, we advanced landfill pricing by 4.4% for fiscal year 2024, as compared to the fiscal year ended December 31, 2023 (“fiscal year 2023”). We believe that a positive pricing backdrop will continue, as additional site closures may occur over the next several years.
Given this backdrop and the positioning of our assets, and in response to persistent cost inflation, we advanced positive landfill pricing and increased internalized volumes for fiscal year 2025, as compared to fiscal year 2024. We believe that there are opportunities for higher pricing and increased internalization, as additional site closures may occur over the next several years.
In December 2009, the EPA issued its “endangerment finding” that carbon dioxide poses a threat to human health and welfare, providing the basis for the EPA to regulate GHG emissions.
On August 1, 2025, the EPA issued a proposed rule that would rescind its 2009 “endangerment finding” that carbon dioxide poses a threat to human health and welfare, which provides the basis for the EPA to regulate GHG emissions.
These solutions range from professional services to large industrial, institutional or multi-site retail customers, our organics business, which provides organics processing and disposal, and our large scale, technology-driven recycling business.
Creating Incremental Value Through Resource Solutions Our Resource Solutions operating segment's business strategy is focused on driving value-added resource management and sustainability-oriented solutions to our customers. These solutions range from professional services to large industrial, institutional or multi-site retail customers, our organics business, which provides organics processing and disposal, and our large scale, technology-driven recycling business.
We typically operate several divisions within each market area, or wasteshed, each of which provides a particular service, such as collection, recycling, disposal or transfer. Each division operates interdependently with the other divisions within the market area. Each market area generally operates autonomously from adjoining market areas.
We typically operate several divisions within each wasteshed, each of which provides a particular service, such as collection, recycling, disposal or transfer. Each division operates interdependently with the other divisions within the wasteshed. Each wasteshed generally operates autonomously from adjoining wastesheds. Our Eastern region consists of wastesheds located in Maine, northern, central and southeastern New Hampshire, Massachusetts and eastern Connecticut.
The Waste USA Landfill site houses a landfill gas-to-energy plant, which is owned and operated by a third party, that has the capacity to generate 8.0 MW of energy. Clinton County Landfill. The Clinton County Landfill is a Subtitle D landfill located in Morrisonville, New York that we have operated under an operating, management and lease agreement since 1996.
The Waste USA Landfill site houses a landfill gas-to-energy plant, which is owned and operated by a third party that has the capacity to generate 8.0 MW of energy. 10 Table of Contents Clinton County Landfill.
Our business strategy generally focuses on operating in secondary or tertiary markets where we often have a strong market presence.
Our operations are generally located within secondary or tertiary markets where we often have a strong market presence.
We have been active in seeking to develop additional landfill capacity, and in fiscal year 2024, our rail-served operations commenced at our Subtitle D landfill located in Mount Jewett, Pennsylvania (“McKean Landfill”).
We have been active in seeking to develop additional landfill capacity, and in fiscal year 2025, our rail-served operations continued to expand at our Subtitle D landfill located in Mount Jewett, Pennsylvania (“McKean Landfill”). We believe this facility has the potential to provide further disposal certainty to our customers and to the Northeast market over time.
We also continue to focus on improving our landfill returns and operations through various initiatives related to internalization opportunities, sourcing of profitable volumes, enhanced safety, improved compliance, consistent operating practices, and capital efficiency programs.
Over the years, we have been successful in advancing key permitting activities at select sites across our footprint. We also continue to focus on improving our landfill returns and operations through various initiatives related to additional internalization opportunities, sourcing of profitable volumes, enhanced safety, improved compliance, operational excellence, and capital efficiency programs.
“ Quantitative and Qualitative Disclosure About Market Risk ” of this Annual Report on Form 10-K for further discussion over commodity price volatility. National Accounts.
The global recycling market experiences volatility due to changes in economic conditions and numerous other factors beyond our control. See Item 7A. “ Quantitative and Qualitative Disclosure About Market Risk ” of this Annual Report on Form 10-K for further discussion over commodity price volatility. National Accounts.
This training highlights our commitment to integrating new employees and ensuring that there is continuity in our message about culture within our organization.
We have also increased our focus on Core Values training to support the continued growth of our workforce and ensure that new employees understand our culture and values. This training highlights our commitment to integrating new employees and ensuring that there is continuity in our message about culture within our organization.
In order to comply with these regulations, we must incur substantial capital expenditures relating to our vehicles, landfills, transfer stations, and recycling processing centers, and in connection with our final capping, closure, post-closure and environmental remediation activities.
The laws and regulations affecting us are administered by the United States Environmental Protection Agency (“EPA”) and other federal, state and local environmental, zoning, financial, health and safety agencies. 14 Table of Contents In order to comply with these regulations, we must incur substantial capital expenditures relating to our vehicles, landfills, transfer stations, and recycling processing centers, and in connection with our final capping, closure, post-closure and environmental remediation activities.
We have developed a commercial driver's license (“CDL”) training school and have partnered with several additional training schools across our operating footprint to help develop skilled drivers for our team.
We have developed a commercial driver's license (“CDL”) training school and have partnered with several additional training schools across our operating footprint to help develop skilled drivers for our team. Since opening the training school in 2021, we have supported over 400 drivers in securing their CDL, which has unlocked new opportunities for them within the company. Operations Trainee Program.
We have launched an initiative to consolidate and standardize our core revenue, billing and operational systems (our “Lead to Cash” project), successfully completing a pilot in fiscal year 2024 and transitioning to a planned enterprise rollout in 2025 and 2026.
Our initiative to consolidate and standardize our core revenue, billing and operational systems (our “Lead to Cash” project) had a successful rollout to a majority of our acquired Mid-Atlantic businesses in fiscal year 2025, with planned full enterprise rollout in 2026 and 2027.
Revenues from processing services are derived from municipalities and customers in the form of processing fees, tipping fees, and commodity sales, primarily comprised of newspaper, corrugated containers, plastics, ferrous and aluminum, and organic materials such as our earthlife ® soils products including fertilizers, composts and mulches. 11 Table of Contents We are one of the largest processors and marketers of recycled materials in the northeastern United States with facilities located in Vermont, New York, Maine, Connecticut, Massachusetts, and Pennsylvania, including our eight large-scale, high volume MRFs, which utilize sophisticated processing operations, two of which are located in New York, two of which are located in Vermont, two of which are located in Massachusetts, one of which is located in Connecticut and one of which is located in Maine.
We are one of the largest processors and marketers of recycled materials in the northeastern United States with facilities located in Vermont, New York, Maine, Connecticut, Massachusetts and Pennsylvania, including our ten large-scale, high volume MRFs, which utilize sophisticated processing operations.
The following table provides information about each reportable segment (as of January 31, 2025 except revenue information, which is for fiscal year 2024): Eastern Western Mid-Atlantic Resource Solutions Revenues (in millions) $416.7 $591.2 $219.5 $329.9 Number of Properties: Solid waste collection facilities 23 33 15 — Transfer stations 29 41 1 — Recycling and processing facilities 3 5 — 20 Subtitle D landfills 2 6 — — Landfill gas-to-energy facilities 1 2 — — Construction and demolition (“C&D”) landfills — 1 — — For financial information concerning our reportable segments, refer to “Item 7.
The Resource Solutions operating segment is not specific to a geography and is organized to leverage our core competencies across our entire business footprint. 8 Table of Contents The following table provides information about each reportable segment (as of January 31, 2026, except revenue information, which is for fiscal year 2025): Eastern Western Mid-Atlantic Resource Solutions Revenues (in millions) $472.6 $663.2 $341.1 $360.0 Number of Properties: Solid waste collection facilities 27 34 25 — Transfer stations 31 38 3 — Recycling and processing facilities 4 7 — 21 Subtitle D landfills 2 5 1 — Landfill gas-to-energy facilities 1 1 — — Construction and demolition (“C&D”) landfills — 1 — — In fiscal year 2025, we moved certain operations between our regional operating segments to align geographically, including a landfill that we own from the Western region to the Mid-Atlantic region and a collection and transfer station operation from our Western region to our Eastern region.
Management’s Discussion and Analysis of Results of Operations and Financial Condition ” and “Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K. 8 Table of Contents Solid Waste Operations Solid waste operations within our Eastern, Western and Mid-Atlantic regions consist of a comprehensive range of solid waste services.
For financial information concerning our reportable segments, refer to “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition ” and “Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K.
Our Mid-Atlantic region is comprised of collection facilities and a transfer station facility. Revenues in our Mid-Atlantic region consist primarily of fees charged to customers for solid waste collection and transfer services. 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.
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.
The Hyland Landfill site houses a landfill gas-to-energy facility, which we own, but is operated by a third party, that has the capacity to generate 4.8 MW of energy. We are party to an agreement for the construction of a RNG facility at the Hyland Landfill, which will be constructed, owned and operated by a third party.
We are party to an agreement for the construction of a RNG facility at the Hyland Landfill, which will be constructed, owned and operated by a third party. Once operational, the RNG facility will replace the operations of our former landfill gas-to-energy project which was decommissioned in fiscal year 2025 to allow for commissioning of the RNG project.
In 2021, the Maine Legislature passed EPR legislation for packaging, and rulemaking commenced in 2022. If broad EPR laws or regulations continue to be adopted, and are managed under a manufacturer implemented program, it could have an impact on our business.
In addition to financial responsibility, an EPR program may include responsibility for local take-back or recycling programs. For example, several states in which we operate have EPR regulations for electronic waste. If broad EPR laws or regulations continue to be adopted, and are managed under a manufacturer implemented program, it could have an impact on our business.
Our team consists of drivers, vehicle technicians, equipment operators, recycling facility sorters, engineers, accountants, customer care specialists, and many other key roles. As of January 31, 2025, we employed approximately 5,100 employees, including approximately 900 managerial, sales, clerical, information systems or other administrative employees and approximately 4,200 employees involved in collection, transfer, disposal, recycling, organics or other operations.
As of January 31, 2026, we employed approximately 5,600 employees, including approximately 1,100 managerial, sales, clerical, information systems or other administrative employees and approximately 4,500 employees involved in collection, transfer, disposal, recycling, organics or other operations. Approximately 270 of our employees are covered by collective bargaining agreements.
Changes in regulatory standards for existing or emerging contaminants can result in higher levels of cost and effort associated with the performance of environmental investigations and ongoing compliance at our facilities. Information about our Executive Officers Our executive officers and their respective ages are as follows: Name Age Position John W.
Changes in regulatory standards for existing or emerging contaminants can result in higher levels of cost and effort associated with the performance of environmental investigations and ongoing compliance at our facilities. Some states in which we operate or otherwise conduct business have enacted or are considering requirements for the disclosure of GHG emissions and other climate-related information.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe goal of enterprise risk management is not to eliminate all risk, but rather to identify and assess risks; assign, mitigate and monitor risks; and report the status of our risks to the Board of Directors and its committees on a quarterly and annual basis. 20 Table of Contents Risks Related to Our Business and Industry We are subject to general macroeconomic risks in the waste industry that are impacted by economic factors outside of our control, which, if realized, may adversely affect our business, operating results and financial performance.
Biggest changeRisks Related to Our Business and Industry We are subject to general macroeconomic risks in the waste industry that are impacted by economic factors outside of our control, which, if realized, may adversely affect our business, operating results and financial performance.
From time to time in future periods, we may be required to incur a charge against earnings in an amount equal to any unamortized capitalized expenditures and advances, net of any portion thereof that we estimate will be recoverable, through sale or otherwise, relating to: (1) any operation or other asset that is being sold, permanently shut down or impaired or has not generated or is not expected to generate sufficient cash flow; (2) any landfill or development project, or growth oriented investment that is not expected to be successfully completed or generate a sufficient return on investment; and (3) any goodwill or other intangible assets that are determined to be impaired.
From time to time in future periods, we may be required to incur a charge against earnings in an amount equal to any unamortized capitalized expenditures and advances, net of any portion thereof that we estimate will be recoverable, through sale or otherwise, relating to: (1) any operation or other asset that is being sold, permanently shut down or impaired or has not generated or is not expected to generate sufficient cash flow; (2) any landfill or development project, or growth oriented investment that is not expected to be successfully completed or generate a sufficient return on investment; or (3) any goodwill or other intangible assets that are determined to be impaired.
This amount of indebtedness, our ability to incur additional indebtedness, and our debt service requirements may limit our financial flexibility to access additional capital and make capital expenditures and other investments in our business, to withstand economic downturns and interest rate increases, to plan for or react to changes in our business and our industry, and to comply with the financial and other covenants included in the Credit Facility.
This amount of indebtedness, our ability to incur additional indebtedness, and our debt service requirements may limit our financial flexibility to access additional capital and make capital expenditures and other investments in our business, to withstand economic downturns and interest rate increases, to plan for or react to changes in our business and our industry, or to comply with the financial and other covenants included in the Credit Facility.
Negative economic conditions can result in decreased consumer spending and decreases in solid waste volumes generated in the collection and disposal businesses, which negatively impacts our ability to grow through new business or service upgrades and the sales price of commodities in our recycling business, and may result in customer turnover and reduction in customers’ waste service needs.
Negative economic conditions can result in decreased consumer spending and decreases in solid waste volumes generated in the collection and disposal businesses, which negatively impacts our ability to grow through new business or service upgrades and the sales price of commodities in our recycling business, and may result in customer turnover and a reduction in customers’ waste service needs.
Those costs or actions could be significant to us and affect our results of operations, cash flows, and available capital. In addition, the potential for increased regulation of PFAS and other emerging contaminants could lead to increased compliance and remediation costs, or litigation risks, which could adversely impact our financial condition and results of operations.
Those costs or actions could be significant to us and affect our results of operations, cash flows, and available capital. In addition, the potential for increased regulation of PFAS and other emerging contaminants may lead to increased compliance and remediation costs, or litigation risks, which could adversely impact our financial condition and results of operations.
The price and supply of fuel is unpredictable and fluctuates 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.
The price and supply of fuel is unpredictable and fluctuates 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, tariffs, war and unrest in oil producing countries and regional production patterns.
If we are unable to hire and retain sufficient numbers of drivers to service our collection and disposal routes, mechanics to maintain our trucks, and front line workers for our recycling facilities, our financial condition and operating results could be materially impacted.
If we are unable to hire and retain sufficient numbers of drivers to service our collection and disposal routes, mechanics to maintain our trucks, or front line workers for our recycling facilities, our financial condition and operating results could be materially impacted.
These risks include those with respect to consumer confidence, global supply chain disruptions, uncertainty associated with public policy changes at the federal and state levels, inflation, labor supply, fuel prices, interest rates and access to capital markets.
These risks include those with respect to consumer confidence, global supply chain disruptions, uncertainty associated with public policy changes at the federal and state levels, inflation, labor supply, fuel prices, tariffs, interest rates and access to capital markets.
If we fail to receive new landfill permits or renew existing permits, we may incur landfill asset impairment and other charges associated with accelerated closure. See Note 12, Commitments and Contingencies to our consolidated financial statements included under Item 8.
If we fail to receive new landfill permits or renew existing permits, we may incur landfill asset impairment and other charges associated with accelerated closure. See Note 13, Commitments and Contingencies to our consolidated financial statements included under Item 8.
For information regarding legal proceedings and environmental remediation matters, see Note 12, Commitments and Contingencies to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
For information regarding legal proceedings and environmental remediation matters, see Note 13, Commitments and Contingencies to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Failure to comply with these obligations could subject us to enforcement actions or financial penalties which could have a material adverse effect on our business. 23 Table of Contents The increasing focus on PFAS and other emerging contaminants may lead to increased compliance and remediation costs and litigation risks, which could adversely impact our financial condition and results of operations.
Failure to comply with these obligations could subject us to enforcement actions or financial penalties which could have a material adverse effect on our business. The increasing focus on PFAS and other emerging contaminants may lead to increased compliance and remediation costs and litigation risks, which could adversely impact our financial condition and results of operations.
The conduct of our businesses is also subject to various other laws and regulations administered by federal, state and local governmental agencies, including tax laws, employment laws, privacy laws and competition laws, among others.
The conduct of our businesses is also subject to various other laws and regulations administered by federal, state and local governmental agencies, including tax laws, employment laws, health and safety laws, privacy laws and competition laws, among others.
We also compete to attract skilled business leaders, and our own key team members are sought after by our competitors and other companies. We make significant investments, and engage in extensive internal succession planning, to provide us with a robust pipeline of future leaders.
We also compete to attract skilled business leaders, and our own key team members are sought after by our competitors and other companies. We make significant investments, and engage in extensive internal succession planning, to provide us with a robust pipeline of future 20 Table of Contents leaders.
Based on currently available information, we believe that it is unlikely that the landfill under development by us in Dalton, New Hampshire will be fully permitted, constructed and operational by the end of fiscal year 2027.
Based on currently available information, we believe that it is unlikely that the 23 Table of Contents landfill under development by us in Dalton, New Hampshire will be fully permitted, constructed and operational by the end of fiscal year 2027.
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.
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.
Fuel is needed to run our fleet of trucks, equipment and other aspects of our operations, including our reliance on various third-party transporters and service providers. Price escalations of fuel increase our operating expenses. In fiscal year 2024, we consumed approximately 14 million gallons of diesel fuel in our solid waste operations.
Fuel is needed to run our fleet of trucks, equipment and other aspects of our operations, including our reliance on various third-party transporters and service providers. Price escalations of fuel increase our operating expenses. In fiscal year 2025, we consumed approximately 15 million gallons of diesel fuel in our solid waste operations.
We may 25 Table of Contents also be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under laws protecting confidential information.
We may also be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under laws protecting confidential information.
Depending on the type and duration of any labor disruptions, our revenues could decrease and our operating expenses could increase, which could adversely affect our financial condition, results of operations and cash flows. As of January 31, 2025, approximately 3% of our employees were represented by unions.
Depending on the type and duration of any labor disruptions, our revenues could decrease and our operating expenses could increase, which could adversely affect our financial condition, results of operations and cash flows. As of January 31, 2026, approximately 5% of our employees were represented by unions.
These risks include, among others, the risk of truck accidents, equipment defects, malfunctions and failures, improper use of dangerous equipment, the release of hazardous substances, fire and explosion, any of which could result in environmental liability, personal injury, loss of life, business interruption or property damage or destruction.
These risks include, among others, the risk of truck accidents, equipment defects, malfunctions and failures, improper use of dangerous equipment, the release of hazardous substances, natural disasters, fire and 24 Table of Contents explosion, any of which could result in environmental liability, personal injury, loss of life, business interruption or property damage or destruction.
Upgrades to our technology infrastructure are ongoing and include a comprehensive Lead to Cash solution, on-board computers, dynamic route optimization, procurement optimization, cybersecurity initiatives, and other systems that we believe will improve our internal processes and the productivity of our employees.
Upgrades to our technology infrastructure are ongoing and include a comprehensive Lead to Cash solution, on-board computers, dynamic route optimization, procurement optimization, e-commerce platforms, digital customer engagement platforms, cybersecurity initiatives, and other systems that we believe will improve our internal processes and the productivity of our employees and enhance customer engagement.
As of December 31, 2024, we had $1,148.2 million of outstanding principal indebtedness (excluding $24.6 million of outstanding letters of credit issued under our $800.0 million term loan A facility, and $700.0 million revolving line of credit facility with a $155.0 million sublimit for letters of credit (collectively, the “Credit Facility”)).
As of December 31, 2025, we had $1,168.6 million of outstanding principal indebtedness (excluding $26.6 million of outstanding letters of credit issued under our $800.0 million term loan A facility, and $700.0 million revolving line of credit facility with a $155.0 million sublimit for letters of credit (collectively, the “Credit Facility”)).
Although we have developed a framework and perform a reporting initiative to identify, measure, monitor, report, and control our sustainability practices and related exposure to sustainability expectations and regulations, we may not achieve our sustainability goals and commitments, or we may improperly report on our progress toward achieving our sustainability goals and commitments, which could result in negative publicity that could affect our brand and reputation, and accordingly, adversely impact our financial condition and results of operations. 28 Table of Contents Risks Related to Our Indebtedness We have substantial debt and have the ability to incur additional debt.
Although we have developed a framework and perform a reporting initiative to identify, measure, monitor, report, and control our sustainability practices and related exposure to sustainability expectations and regulations, we may not achieve our sustainability goals and commitments, or we may improperly report on our progress toward achieving our sustainability goals and commitments, which could result in negative publicity that could affect our brand and reputation, and accordingly, adversely impact our financial condition and results of operations.
Some of the legal sanctions to which we could become subject could cause the suspension or revocation of a permit, prevent us from, or delay us in, obtaining or renewing permits to operate or expand our facilities, or harm our reputation.
Some of the legal sanctions to which we could become subject could cause the suspension or revocation of a permit, prevent us from, or delay us in, obtaining or renewing permits to operate or expand our facilities, or harm our reputation. Suspension or revocation of permits could impact our operations and could have a material impact on our financial results.
We are, and may be in the future, a defendant in lawsuits brought by parties alleging environmental damage, including natural resource damage, personal injury, and/or property damage or impairment, or seeking to impose civil penalties or injunctive relief or overturn or prevent the issuance of an operating permit or authorization, all of which may result in us incurring significant liabilities.
We are, and may be in the future, a defendant in lawsuits brought by parties alleging environmental damage, including natural resource damage, personal injury, and/or property damage or impairment, or seeking to impose civil penalties or injunctive relief or overturn or prevent the issuance of an operating permit or authorization, any of which may result in us incurring significant liabilities that could 22 Table of Contents adversely impact our financial condition and results of operations.
We have historically grown through acquisitions and expect to make additional acquisitions in the future. We have tried and will continue to try to evaluate and limit environmental risks and liabilities presented by businesses to be acquired prior to the acquisition.
We have historically grown through acquisitions and expect to make additional acquisitions in the future. While we have tried and will continue to try to evaluate and limit environmental risks and liabilities presented by businesses to be acquired prior to the acquisition, we may be liable for damage resulting from conditions existing before we acquired these businesses.
As a result, if claims for liabilities were asserted against us based upon ownership of an acquired property, we might 22 Table of Contents be required to pay significant sums to settle it, which could adversely affect our financial results and cash flows.
As a result, if claims for liabilities were asserted against us based upon ownership of an acquired property, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flows. For information regarding our business acquisitions, see Note 5, Business Combinations to our consolidated financial statements included under Item 8.
For information regarding our business acquisitions, see Note 5, Business Combinations to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. The waste industry is subject to extensive government regulations, including environmental laws and regulations, and we incur substantial costs to comply with such laws and regulations.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. The waste industry is subject to extensive government regulations, including environmental laws and regulations, and we incur substantial costs to comply with such laws and regulations.
Adverse weather conditions, including those brought about by climate change, may limit our operations and increase the costs of collection and disposal. Our collection and landfill operations could be adversely impacted by extended periods of inclement weather, or by increased severity of weather, including as a result of climate change.
Our collection and landfill operations could be adversely impacted by extended periods of inclement weather, or by increased severity of weather, including as a result of climate change.
For information regarding our final capping, closure and post-closure obligations, see Note 10, Final Capping, Closure and Post-Closure Costs to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 26 Table of Contents Our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures.
For information regarding our final capping, closure and post-closure obligations, see Note 10, Final Capping, Closure and Post-Closure Costs to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
These upgrades are complex and there can be no assurance that they will result in expected productivity gains and operating cost reductions on our anticipated timeline, if at all.
These upgrades are complex and our operations are increasingly dependent on technology, and there can be no assurance that these initiatives will be implemented successfully or that they will result in the expected productivity gains, revenue growth or operating cost reductions within our anticipated timeline, or at all.
In addition, the use of our information technology systems give rise to cybersecurity risks, including security breach, computer viruses, sabotage or espionage, ransomware attacks, system disruption, theft and inadvertent release of information.
System failures could also impede our ability to collect and report financial results timely or comply with regulations associated with our operations. In addition, the use of our information technology systems give rise to cybersecurity risks, including security breach, computer viruses, sabotage or espionage, ransomware attacks, system disruption, theft and inadvertent release of information.
Employee morale and productivity could also suffer and result in unintended employee attrition. Any restructuring would require substantial management time and attention and may divert management from other important work.
Employee morale and productivity could also suffer and result in unintended employee attrition. Any restructuring would require substantial management time and attention and may divert management from other important work. Moreover, we could encounter delays in executing any restructuring plans, which could cause further disruption and additional unanticipated expense.
In addition, the timing of any such final capping, closure or post-closure costs, which exceed established accruals, may further negatively affect our business.
In addition, the timing of any such final capping, closure or post-closure costs, which exceed established accruals or are required to be accelerated if a landfill closure occurs earlier than anticipated, may further negatively affect our business.
As of December 31, 2024, we had $675.4 million of unused commitments remaining under the Credit Facility, subject to customary borrowing conditions, and approximately $383.3 million in cash, cash equivalents and restricted cash available to help meet our short-term and long-term liquidity needs.
As of December 31, 2025, we had $673.4 million of unused commitments remaining under the Credit Facility, subject to customary borrowing conditions, and $123.8 million in cash and cash equivalents available to help meet our short-term and long-term liquidity needs, as well as $93.1 million of restricted cash to be used for the Mountain State Waste Acquisition.
Our processing business involves the purchase and sale of recyclable materials, some of which are priced on a commodity basis. Our results of operations and cash flows may be adversely affected by falling purchase or resale prices or market requirements for recyclable materials.
Our results of operations and cash flows may be adversely affected by falling purchase or resale prices or market requirements for recyclable materials.
We are required to obtain government permits to operate our facilities, including all of our landfills. There is no guarantee that we will be able to obtain the requisite permits and, even if we could, that any permit (and any existing permits we currently hold) will be renewed or modified as needed to fit our business needs.
There is no guarantee that we will be able to obtain the requisite permits and, even if we could, that any permit (and any existing permits we currently hold) will be renewed or modified as needed to fit our business needs. Permitting processes are often lengthy, costly, and subject to regulatory scrutiny, public participation, and political pressures.
This seasonality reflects the lower volume of solid waste during the late fall, winter and early spring months primarily because the volume of waste relating to C&D activities decreases substantially during the winter months in the eastern United States where we are geographically located.
This seasonality reflects the lower volume of solid waste during the late fall, winter and early spring months primarily because the volume of waste relating to C&D activities decreases substantially during the winter months in the northeastern United States where we are geographically located. 25 Table of Contents Adverse weather conditions, including those brought about by climate change, may limit our operations and increase the costs of collection and disposal.
It is possible that some liabilities may prove to be more difficult or costly to identify or address than we anticipate.
Further, the counterparties in such transactions may be unable to perform their indemnification obligations owed to us. It is possible that some liabilities may prove to be more difficult or costly to identify or address than we anticipate.
Also, On December 5, 2024, the Board of Supervisors of Ontario County, New York approved a motion to close the Ontario County Landfill in Seneca, New York at the end of 2028 upon the expiration of the 25-year OMLA, at which time we intend to cease operations at the Ontario County Landfill. 24 Table of Contents Fluctuations in commodity prices and diminished markets for recyclable materials that we sell to customers may adversely affect our results of operations and cash flows.
Also, On December 5, 2024, the Board of Supervisors of Ontario County, New York approved a motion to close the Ontario County Landfill in Seneca, New York at the end of the fiscal year ending December 31, 2028 upon the expiration of the 25-year OMLA, at which time we intend to cease operations at the Ontario County Landfill.
The principal and interest payment obligations of such debt may restrict our future operations.
Risks Related to Our Indebtedness We have substantial debt and have the ability to incur additional debt. The principal and interest payment obligations of such debt may restrict our future operations.
Therefore, our business, financial condition and results of operations are susceptible to regional economic downturns and other regional factors, including state regulations and budget constraints and severe weather conditions. In addition, as we seek to expand in our existing markets, opportunities for growth within this region will become more limited and the geographic concentration of our business will increase.
In addition, as we seek to expand in our existing markets, opportunities for growth within this region will become more limited and the geographic concentration of our business will increase.
Further, as we grow, we face the risk of having poorly documented and/or insufficient policies and procedures, conducting inadequate training, and lacking the necessary structure to effectively scale with growth.
Further, as we grow, we face the risk of having poorly documented and/or insufficient policies and procedures, conducting inadequate training, and lacking the necessary structure to effectively scale with growth. These deficiencies could lead to operational inefficiencies, regulatory non-compliance, or an inability to meet the demands of an expanding business, adversely impacting our financial performance and reputation.
Any such liability is likely to be uninsurable, with no coverage likely under our pollution or product liability policies. We may be unable to obtain or maintain required permits or to expand existing permitted capacity of our landfills, which could decrease our revenue and increase our costs.
We may be unable to obtain or maintain required permits or to expand existing permitted capacity of our landfills, which could decrease our revenue and increase our costs. We are required to obtain government permits to operate our facilities, including all of our landfills.
Global and domestic factors such as recycling commodity inventory levels, inflation, consumer spending and economic activity levels may result in lower recycling commodity prices. The recycling commodity markets continue to see ongoing price volatility. Significant price fluctuations may adversely affect our results of operations and cash flows in the form of higher operating costs or lower revenues.
Global and domestic factors such as recycling commodity inventory levels, inflation, tariffs, changes to international waste importation and exportation laws, consumer spending and economic activity levels may result in lower recycling commodity prices. The recycling commodity markets continue to see ongoing price volatility.
Moreover, we could encounter delays in executing any restructuring plans, which could cause further disruption and additional unanticipated expense. 27 Table of Contents Our revenues and our operating income experience seasonal fluctuations, which could adversely affect our operational results in certain quarters and cause our results to fluctuate.
Our revenues and our operating income experience seasonal fluctuations, which could adversely affect our operational results in certain quarters and cause our results to fluctuate.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure about legal matters impacting our permitting efforts. Given our current expected run rate and remaining available capacity at our NCES Landfill in Bethlehem, New Hampshire, we may consume all remaining permitted capacity at our NCES Landfill during 2027.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure about legal matters impacting our permitting efforts.
The provision of resource management services, including the operation of landfills, a substantial fleet of trucks and other waste-related assets, involves risks.
The business and assets we operate expose us to safety, operational and other risks, and our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures. The provision of resource management services, including the operation of landfills, a substantial fleet of trucks and other waste-related assets, involves risks.
We are upgrading our technology infrastructure and there can be no assurance that our efforts will be completed on the projected timetable or that our investment will result in the expected gains.
If we are unable to expand or adapt our service offerings to manage diverted waste streams or support customers’ waste reduction objectives, our financial condition and results of operations could be adversely affected. 26 Table of Contents Risks Related to Technology and Information Security We are upgrading our technology infrastructure and there can be no assurance that our efforts will be completed on the projected timetable or that our investment will result in the expected gains.
While we have purchased insurance coverage for cybersecurity risks, there can be no assurance that any such coverage would be adequate to cover potential liability. Our business is geographically concentrated and is therefore subject to regional economic downturns. Our operations and customers are concentrated principally in New England, New York, Pennsylvania and other Mid-Atlantic states.
While we have purchased insurance coverage for cybersecurity risks, there can be no assurance that any such coverage would be adequate to cover potential liability. 27 Table of Contents Inability to effectively adopt and manage artificial intelligence technologies could adversely affect our business, results of operations, and competitive position.
These deficiencies could lead to operational inefficiencies, regulatory non-compliance, and an inability to meet the demands of an expanding business, adversely impacting our financial performance and reputation. 21 Table of Contents Significant shortages in diesel fuel supply or increases in diesel fuel prices could affect our operating expenses and results.
Significant shortages in diesel fuel supply or increases in diesel fuel prices could affect our operating expenses and results.
If we are unable to benefit from new technologies, we may be at a competitive disadvantage to other companies in the waste management industry, in which case our operating results could suffer.
In addition, if we are unable to successfully implement, secure, or benefit from new or emerging technologies, or if competitors obtain advantages through exclusive or more effective use of such technologies, we may be at a competitive disadvantage in our business, and our results of operations could be negatively affected.
Removed
In addition, if we are not able to maintain the security of our data, confidential information about us or our customers or suppliers could be inadvertently disclosed, subjecting us to possible expenses and other liabilities as well as adversely impacting customer and other third-party relationships.
Added
The goal of enterprise risk management is not to eliminate all risk, but rather to identify and assess risks; assign, mitigate and monitor risks; and report the status of our risks to the Board of Directors and its committees on a quarterly and annual basis.
Removed
Risks Related to Our Common Stock Holders of our Class A common stock are entitled to one vote per share, and holders of our Class B common stock are entitled to ten votes per share.
Added
In addition, while we expect we will be able to fund some of our acquisitions with our existing financial resources, we may require additional 21 Table of Contents financing, including debt, to pursue certain acquisitions. We may not be able to incur additional debt on terms favorable to us or at all.
Removed
The lower voting power of the Class A common stock may negatively affect the attractiveness of our Class A common stock to investors and, as a result, its market value.
Added
Any such liability is likely to be uninsurable, with no coverage likely under our pollution or product liability policies. See Note 18, Other Items and Charges to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure over the closure of our organics facility.
Removed
We have two classes of common stock: Class A common stock, which is entitled to one vote per share, and Class B common stock, which is entitled to ten votes per share. All of the outstanding Class B common stock are beneficially owned by John W. Casella, our Chairman and Chief Executive Officer; certain trusts for the benefit of Mr.
Added
Local communities and citizen groups, adjacent landowners, governmental agencies, and other stakeholders have opposed and may in the future oppose the issuance, renewal, or modification of permits or approvals, allege violations of permits or applicable laws or regulations, or seek to impose liability for environmental impacts, any of which could delay or prevent permitting, increase costs, or adversely affect our reputation and ability to do business.
Removed
John Casella and his spouse; Douglas R. Casella, a member of our Board of Directors who is Mr. John Casella's brother; and certain trusts for the benefit of Mr. Douglas Casella and his spouse.
Added
Given our current expected run rate and remaining available capacity at our NCES Landfill in Bethlehem, New Hampshire, we may consume all remaining permitted capacity at our NCES Landfill during the fiscal year ending December 31, 2027 (“fiscal year 2027”).
Removed
Except for the election of one of our directors and in certain limited circumstances required by applicable law, holders of Class A common stock and Class B common stock vote together as a single class on all matters to be voted on by our stockholders.
Added
Fluctuations in commodity prices and diminished markets for recyclable materials that we sell to customers may adversely affect our results of operations and cash flows. Our processing business involves the purchase and sale of recyclable materials, some of which are priced on a commodity basis.
Removed
As of January 31, 2025, an aggregate of 988,200 shares of our Class B common stock, representing 9,882,000 votes, were outstanding. Based on the number of shares of common stock outstanding as of January 31, 2025, the shares of our Class A common stock and Class B common stock beneficially owned by John W. Casella and Douglas R.
Added
Significant price fluctuations may adversely affect our results of operations and cash flows in the form of higher operating costs or lower revenues.
Removed
Casella represented approximately 14.0% of the aggregate voting power of our stockholders. Consequently, John W. Casella and Douglas R. Casella are able to substantially influence all matters for stockholder consideration and constitute, and are expected to continue to constitute, a significant portion of the shares entitled to vote on all matters requiring approval by our stockholders.
Added
Our business is geographically concentrated and is therefore subject to regional economic downturns. Our operations and customers are concentrated principally in New England, New York, Pennsylvania and other Mid-Atlantic states. Therefore, our business, financial condition and results of operations are susceptible to regional economic downturns and other regional factors, including state regulations and budget constraints and severe weather conditions.
Removed
The difference in the voting power of our Class A common stock and Class B common stock could diminish the market value of our Class A common stock.
Added
Alternatives to landfill disposal could reduce our disposal volumes and adversely affect our revenues and operating results. Many of the states and local jurisdictions in which we operate require counties and municipalities to adopt solid waste management plans designed to reduce landfill disposal through source reduction, recycling, composting, organics diversion, and similar programs.
Added
Certain jurisdictions also restrict or prohibit the disposal of specific waste streams, such as yard waste and organics, in landfills. In addition, many of our customers are voluntarily increasing diversion to alternatives to landfill disposal and reducing the amount of waste they generate.
Added
Large commercial and industrial customers increasingly have adopted zero-waste or landfill-diversion goals, and some jurisdictions have enacted, or are considering, regulations such as extended producer responsibility, organics diversion, and minimum recycled content requirements.
Added
While these initiatives support environmental sustainability and climate goals, they have reduced, and are expected to continue to reduce, landfill disposal volumes and may adversely affect demand for and pricing of landfill disposal services. As a result, we may not be able to operate our landfills at historical volumes or maintain current pricing levels.
Added
Delays in deploying new systems could adversely affect or temporarily disable all or a portion of our operations or impede our ability to timely collect and report financial results in accordance with applicable laws and regulations.
Added
We are evaluating and may increasingly incorporate artificial intelligence, including generative artificial intelligence, into certain aspects of our operations, customer engagement, and internal processes, including route optimization, asset utilization, pricing, forecasting and decision support. The development, adoption, and use of artificial intelligence technologies are evolving rapidly and remain subject to uncertainty.
Added
If we are unable to effectively integrate artificial intelligence into our systems and processes, realize anticipated efficiencies or insights, or otherwise adapt to the use of artificial intelligence, our ability to compete and operate efficiently could be adversely affected. Further, emerging technologies may require substantial investment and present risks to our existing business model.
Added
The use of artificial intelligence also presents risks, including the potential for inaccurate, biased, or inconsistent outputs; privacy, data protection, and cybersecurity concerns; risks associated with automated or assisted decision-making; and the potential exposure or misuse of confidential or proprietary information.
Added
In addition, artificial intelligence technologies are subject to existing and evolving laws and regulations, including those relating to intellectual property, privacy, data protection, and cybersecurity, and may give rise to increased compliance costs, litigation, or reputational harm.
Added
Ineffective or inadequate development, testing, deployment, or oversight of artificial intelligence systems by us or our third-party vendors could result in unintended consequences and increased operating costs. If we are unable to effectively manage the benefits and risks of artificial intelligence, our business, financial condition and results of operations could be adversely affected.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese processes are periodically assessed against the National Institute of Standards and Technology cybersecurity framework and include physical, procedural and technical safeguards, response plans, regular tests on our systems, incident simulations and routine review of our policies and procedures to identify risks and refine our practices. The processes are updated as needed on an annual basis.
Biggest changeThese processes are periodically assessed against the National Institute of Standards and Technology Cybersecurity Framework and encompass physical, procedural, and technical safeguards. They include documented response plans, routine system testing, incident response exercises, and ongoing review of policies and procedures to identify risks and improve effectiveness.
The Audit Committee receives quarterly updates from management regarding cybersecurity matters, and is notified between such updates regarding significant new cybersecurity threats or incidents. Our CIO leads the operational oversight of our company-wide cybersecurity strategy, policy, standards and processes and works across relevant departments to assess and help prepare us and our employees to address cybersecurity risks.
The Audit Committee receives quarterly updates from management regarding cybersecurity matters, and is notified between such updates regarding significant new cybersecurity threats or incidents. Our CTO leads the operational oversight of our company-wide cybersecurity strategy, policy, standards and processes and works across relevant departments to assess and help prepare us and our employees to address cybersecurity risks.
This includes the utilization of a security operations center which deploys overlapping layers of security technology, monitoring, and staff for incident response. Should an incident arise, we, led by our CIO, follow a documented incident response plan, which includes activating retained third-party incident response specialists.
This includes the utilization of a security operations center which deploys overlapping layers of security technology, monitoring, and staff for incident response. Should an incident arise, we, led by our CTO, follow a documented incident response plan, which includes activating retained third-party incident response specialists.
The CIO’s cybersecurity expertise is derived from over 30 years of experience in information technology, consulting, and technology transformation through ever-progressing leadership roles. Our CIO is supported by a dedicated team of cybersecurity professionals in addition to managed services and retained external experts.
The CTO’s cybersecurity expertise is derived from over 30 years of experience in information technology, consulting, and technology transformation through ever-progressing leadership roles. Our CTO is supported by a dedicated team of cybersecurity professionals in addition to managed services and retained external experts.
The Audit Committee of our Board of Directors (“Audit Committee”) provides direct oversight over cybersecurity risk and acts in an advisory capacity to our management team, primarily, as it relates to cybersecurity, our Chief Information Officer (“CIO”), and provides updates to the Board of Directors regarding such oversight.
The Audit Committee of our Board of Directors (“Audit Committee”) provides direct oversight over cybersecurity risk and acts in an advisory capacity to our management team, primarily, as it relates to cybersecurity, our Chief Transformation Officer (“CTO”), and provides updates to the Board of Directors regarding such oversight.
While utilizing third-party service providers presents risk, we assess all third-party service providers for their qualifications before engaging them and monitor such providers throughout the term of the engagement in order to help protect us from any additional vulnerabilities.
While utilizing third-party service providers presents risk, we assess all third-party service providers for their qualifications before engaging them and monitor such providers throughout the term of the engagement in order to help identify and manage cybersecurity risks associated with these relationships.
Added
These processes also include identity and access management controls designed to limit access to systems and data based on role and business need, and to help reduce the risk of unauthorized access. Cybersecurity risk management processes are reviewed at least annually and updated as appropriate based on risk assessments, operational changes and evolving threats.
Added
Like other companies, we face ongoing cybersecurity risks, which we seek to identify, assess and manage through our cybersecurity risk management processes.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeAt January 31, 2025, we operated eight subtitle D landfills, four of which we own and four of which we lease; one landfill permitted to accept C&D materials that we own; 71 transfer stations, 39 of which we own, 12 of which we lease and 20 of which we operate under a contract; 71 solid waste collection facilities, 44 of which we own, 26 of which we lease and one of which we operate under a contract; 28 recycling processing facilities, 15 of which we own, 10 of which we lease and three of which we operate under a contract; three landfill gas-to-energy facilities that we own; and 38 corporate office and other administrative facilities, 17 of which we own and 21 of which we lease (See “Operational Overview” in Item 1.
Biggest changeAt January 31, 2026, we operated eight subtitle D landfills, four of which we own and four of which we lease; one landfill permitted to accept C&D materials that we own; 72 transfer stations, 40 of which we own, 12 of which we lease and 20 of which we operate under a contract; 86 solid waste collection facilities, 53 of which we own, 32 of which we lease and one of which we operate under a contract; 32 recycling processing facilities, 18 of which we own, 11 of which we lease and three of which we operate under a contract; two landfill gas-to-energy facilities that we own; and 44 corporate office and other administrative facilities, 20 of which we own and 24 of which we lease (See “Operational Overview” in Item 1.
“ Business ” of this Annual Report on Form 10-K for property information by operating segment and location). We believe that our property and equipment are adequately maintained and sufficient for our current operations. 30 Table of Contents
“ Business ” of this Annual Report on Form 10-K for property information by operating segment and location). We believe that our property and equipment are adequately maintained and sufficient for our current operations. 29 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−0 removed0 unchanged
Biggest changePursuant to Item 103, we have determined such disclosure threshold to be $1,000,000. We have no matters to disclose in accordance with that requirement. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 31 Table of Contents PART II
Biggest changePursuant to Item 103, we have determined such disclosure threshold to be $1.0 million. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 Table of Contents PART II
Legal Proceedings over Certain Environmental Matters Involving Governmental Authorities with Possible Sanctions of $1,000,000 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 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.
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 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.
ITEM 3. LEGAL PROCEEDINGS The information required by this Item is provided in Note 12, Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS The information required by this Item is provided in Note 13, Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeNo dividends have been declared or paid on our Class A common stock. 32 Table of Contents December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 Casella Waste Systems, Inc. $ 100.00 $ 134.59 $ 185.57 $ 172.30 $ 185.66 $ 229.87 Russell 2000 $ 100.00 $ 119.96 $ 137.74 $ 109.59 $ 128.14 $ 142.93 Peer Group $ 100.00 $ 108.62 $ 153.39 $ 144.53 $ 172.53 $ 204.08 (1) The Peer Group is comprised of GFL Environmental, Inc., Waste Connections Inc., Waste Management, Inc. and Republic Services, Inc.
Biggest changeNo dividends have been declared or paid on our Class A common stock. 31 Table of Contents December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Casella Waste Systems, Inc. $ 100.00 $ 137.89 $ 128.02 $ 137.95 $ 170.80 $ 158.10 Russell 2000 $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 134.40 Peer Group $ 100.00 $ 141.22 $ 133.06 $ 158.84 $ 187.88 $ 199.99 (1) The Peer Group is comprised of GFL Environmental, Inc., Waste Connections Inc., Waste Management, Inc. and Republic Services, Inc.
The stock performance graph assumes the investment on December 31, 2019 of $100.00 in our Class A common stock at the closing price on such date, in the Russell 2000 Index and the Peer Group, and that dividends are reinvested.
The stock performance graph assumes the investment on December 31, 2020 of $100.00 in our Class A common stock at the closing price on such date, in the Russell 2000 Index and the Peer Group, and that dividends are reinvested.
The stock performance graph below compares the percentage change in cumulative stockholder return on our Class A common stock for the period from December 31, 2019 through December 31, 2024, with the cumulative total return on the Russell 2000 Index and Peer Group.
The stock performance graph below compares the percentage change in cumulative stockholder return on our Class A common stock for the period from December 31, 2020 through December 31, 2025, with the cumulative total return on the Russell 2000 Index and Peer Group.
As of January 31, 2025, there were approximately 800 holders of record of our Class A common stock and two holders of record of our Class B common stock.
As of January 31, 2026, there were approximately 1,000 holders of record of our Class A common stock and two holders of record of our Class B common stock.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 6. [RESERVED] 33 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 55 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 57 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 107 ITEM 9A. CONTROLS AND PROCEDURES 108 ITEM 9B.
Biggest changeITEM 6. [RESERVED] 32 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 32 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 54 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 56 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 106 ITEM 9A. CONTROLS AND PROCEDURES 107 ITEM 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

95 edited+26 added−30 removed92 unchanged
Biggest changeThe table below shows revenue attributable to services provided (dollars in millions and as a percentage of total revenues) for the following periods: Fiscal Year Ended December 31, $ Change 2024 2023 Collection $ 961.8 61.8 % $ 710.6 56.2 % $ 251.2 Disposal 246.7 15.8 % 244.6 19.3 % 2.1 Landfill gas-to-energy 8.0 0.5 % 6.6 0.5 % 1.4 Processing 10.9 0.7 % 9.9 0.8 % 1.0 Solid waste operations 1,227.4 78.8 % 971.7 76.8 % 255.7 Processing 130.5 8.4 % 106.0 8.4 % 24.5 National Accounts 199.4 12.8 % 186.8 14.8 % 12.6 Resource Solutions operations 329.9 21.2 % 292.8 23.2 % 37.1 Total revenues $ 1,557.3 100.0 % $ 1,264.5 100.0 % $ 292.8 35 Table of Contents Solid waste revenues A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of total solid waste revenues) follows: Period-to-Period Change For Fiscal Year 2024 vs Fiscal Year 2023 Amount % Growth Price $ 55.6 5.7 % Volume (17.2) (1.8) % Surcharges and other fees (3.5) (0.3) % Commodity price and volume 1.9 0.2 % Acquisitions 218.9 22.5 % Solid waste revenues $ 255.7 26.3 % The most significant items impacting the change in our solid waste revenues during fiscal year 2024 are summarized below: • Price increased solid waste revenues due to (i) $46.1 million, or 6.5% as a percentage of collection revenues, from favorable collection pricing and (ii) $9.5 million, or 3.9% as a percentage of disposal revenues, from favorable disposal pricing associated with our landfills and transfer stations; • Volume decreased solid waste revenues due to (i) $(10.6) million, or (4.3)% as a percentage of disposal revenues, from lower disposal volumes, driven by lower landfill volumes and to a lesser extent transportation volumes, partially offset by higher transfer station volumes, (ii) $(6.5) million, or (0.9)% as a percentage of collection revenues from lower collection volumes, and (iii) $(0.1) million, or (1.5)% as a percentage of processing revenues, from lower processing volumes; • Surcharge and other fees decreased solid waste revenues primarily due to (i) lower energy and environmental fee (“E&E Fee(s)”) revenues associated with our fuel cost recovery program related to lower diesel fuel prices and (ii) lower sustainability recycling adjustment fee (“SRA Fee(s)”) revenues due to higher recycled commodity prices as compared to the prior year periods; partially offset by higher revenues from fees related to legacy fuel and environmental cost recovery programs associated with acquired businesses.
Biggest changeRevenues 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. 34 Table of Contents The table below shows revenue attributable to services provided (dollars in millions and as a percentage of total revenues) for the following periods: Fiscal Year Ended December 31, $ Change 2025 2024 Collection $ 1,196.1 65.1 % $ 961.8 61.8 % $ 234.3 Disposal 263.0 14.3 % 246.7 15.8 % 16.3 Landfill gas-to-energy 7.6 0.4 % 8.0 0.5 % (0.4) Processing 10.2 0.6 % 10.9 0.7 % (0.7) Solid waste operations 1,476.9 80.4 % 1,227.4 78.8 % 249.5 Processing 133.6 7.3 % 130.5 8.4 % 3.1 National Accounts 226.3 12.3 % 199.4 12.8 % 26.9 Resource Solutions operations 359.9 19.6 % 329.9 21.2 % 30.0 Total revenues $ 1,836.8 100.0 % $ 1,557.3 100.0 % $ 279.5 Solid waste revenues A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of total solid waste revenues) follows: Period-to-Period Change For Fiscal Year 2025 vs Fiscal Year 2024 Amount % Growth Price $ 60.1 4.9 % Volume (11.2) (0.9) % Intercompany transfers to National Accounts (5.0) (0.4) % Surcharges and other fees 8.9 0.7 % Commodity price and volume (1.4) (0.1) % Acquisitions 198.1 16.1 % Solid waste revenues $ 249.5 20.3 % The most significant items impacting the change in our solid waste revenues during fiscal year 2025 are summarized below: • Price increased solid waste revenues, including higher collection pricing of $47.9 million, or 5.0% as a percentage of collection revenues, and higher disposal pricing of $12.2 million, or 4.9% as a percentage of disposal revenues, primarily associated with our transfer stations and to a lesser extent landfills; • Volume decreased solid waste revenues, driven by lower collection volumes of $(7.5) million, or (0.8)% as a percentage of collection revenues, and lower disposal volumes of $(3.6) million, or (1.5)% as a percentage of disposal revenues, related to lower transfer station and transportation volumes; and • Acquisitions increased solid waste revenues due to the partial year impact of the acquisition of nine businesses in fiscal year 2025, as well as the rollover impact of eight acquisitions completed in fiscal year 2024.
Events or changes in circumstances that may indicate that an asset may be impaired include the following: • a significant decrease in the market price of an asset or asset group; 52 Table of Contents • a significant adverse change in the extent or manner in which an asset or asset group is being used or in its physical condition; • a significant adverse change in legal factors or in the business climate that could affect the value of an asset or asset group, including an adverse action or assessment by a regulator; • an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; • a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; • a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life; or • an impairment of goodwill at a reporting unit.
Events or changes in circumstances that may indicate that an asset may be impaired include the following: 51 Table of Contents • a significant decrease in the market price of an asset or asset group; • a significant adverse change in the extent or manner in which an asset or asset group is being used or in its physical condition; • a significant adverse change in legal factors or in the business climate that could affect the value of an asset or asset group, including an adverse action or assessment by a regulator; • an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; • a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; • a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life; or • an impairment of goodwill at a reporting unit.
We have revised the accrued post-closure liability for the Southbridge Landfill to reflect the estimated cost of satisfying the expanded Conditions as currently specified in the Closure Permit. See Note 10, Final Capping, Closure and Post-Closure Costs, to our consolidated financial statements included under Item 8.
We revised the accrued post-closure liability for the Southbridge Landfill to reflect the estimated cost of satisfying the expanded Conditions as currently specified in the Closure Permit. See Note 10, Final Capping, Closure and Post-Closure Costs, to our consolidated financial statements included under Item 8.
These rates per ton are updated annually, or more frequently, as significant facts change. 51 Table of Contents It is possible that actual results, including the amount of costs incurred, the timing of final capping, closure and post-closure activities, our airspace utilization or the success of our expansion efforts could ultimately turn out to be significantly different from our estimates and assumptions.
These rates per ton are updated annually, or more frequently, as significant facts change. 50 Table of Contents It is possible that actual results, including the amount of costs incurred, the timing of final capping, closure and post-closure activities, our airspace utilization or the success of our expansion efforts could ultimately turn out to be significantly different from our estimates and assumptions.
Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. For financial information concerning our reportable operating segments refer to Note 20. Segment Reporting to our consolidated financial statements included under “Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K.
Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. For financial information concerning our reportable operating segments refer to Note 21. Segment Reporting to our consolidated financial statements included under “Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K.
Additions charged to expense in fiscal year 2024 consider the current economic conditions and the potential impact to our customers’ ability to pay for services that we have provided. Our reserve is evaluated and revised on a quarterly basis. Past due accounts receivable are written off when deemed to be uncollectible.
Additions charged to expense in fiscal year 2025 consider the current economic conditions and the potential impact to our customers’ ability to pay for services that we have provided. Our reserve is evaluated and revised on a quarterly basis. Past due accounts receivable are written off when deemed to be uncollectible.
Given the cash flow impact that this seasonality, the capital intensive nature of our business and the timing of debt payments has on our business, we typically incur higher debt borrowings in order to meet our liquidity needs during these times. Consequently, our availability and performance against our financial covenants may tighten during these times as well.
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 could 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.
We incurred no impairment of goodwill as a result of our annual goodwill impairment tests in fiscal years 2024 or 2023. However, there can be no assurance that goodwill will not be impaired at any time in the future. Intangible assets consist primarily of covenants not-to-compete, customer relationships and trade names.
We incurred no impairment of goodwill as a result of our annual goodwill impairment tests in fiscal years 2025 or 2024. However, there can be no assurance that goodwill will not be impaired at any time in the future. Intangible assets consist primarily of covenants not-to-compete, customer relationships and trade names.
Interest obligations related to variable rate debt were calculated using variable rates in effect at December 31, 2024. (2) Contractual cash obligations do not include accounts payable or accrued liabilities, which will be paid in the fiscal year ending December 31, 2025. We have no contractual obligations related to unrecognized tax benefits at December 31, 2024.
Interest obligations related to variable rate debt were calculated using variable rates in effect at December 31, 2025. (2) Contractual cash obligations do not include accounts payable or accrued liabilities, which will be paid in the fiscal year ending December 31, 2026. We have no contractual obligations related to unrecognized tax benefits at December 31, 2025.
We account for income tax uncertainties according to guidance on the recognition, derecognition and measurement of potential tax benefits associated with tax positions. We recognize interest and penalties relating to income tax matters as a component of income tax expense. See Note 16, Income Taxes to our consolidated financial statements included under Item 8.
We account for income tax uncertainties according to guidance on the recognition, derecognition and measurement of potential tax benefits associated with tax positions. We recognize interest and penalties relating to income tax matters as a component of income tax expense. See Note 17, Income Taxes to our consolidated financial statements included under Item 8.
Estimating future cash flows requires significant judgment and projections may vary from the cash flows eventually realized. We incurred no impairment of long-lived assets in fiscal years 2024 or 2023. However, there can be no assurance that long-lived assets will not be impaired at any time in the future.
Estimating future cash flows requires significant judgment and projections may vary from the cash flows eventually realized. We incurred no impairment of long-lived assets in fiscal years 2025 or 2024. However, there can be no assurance that long-lived assets will not be impaired at any time in the future.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosure. 54 Table of Contents New Accounting Standards For a description of the new accounting standards that may affect us, see Note 2, Accounting Changes to our consolidated financial statements included in Item 8.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosure. 53 Table of Contents New Accounting Standards For a description of the new accounting standards that may affect us, see Note 2, Accounting Changes to our consolidated financial statements included in Item 8.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure regarding our debt. Contractual Obligations The following table sets forth a summary of our significant contractual cash obligations (in thousands) as of December 31, 2024.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure regarding our debt. Contractual Obligations The following table sets forth a summary of our significant contractual cash obligations (in thousands) as of December 31, 2025.
We record losses related to contingencies in cost of operations or general and administration expenses, depending on the nature of the underlying transaction leading to the loss contingency. See Note 12, Commitments and Contingencies to our consolidated financial statements included under Item 8.
We record losses related to contingencies in cost of operations or general and administration expenses, depending on the nature of the underlying transaction leading to the loss contingency. See Note 13, Commitments and Contingencies to our consolidated financial statements included under Item 8.
We expect existing cash, cash equivalents and restricted cash 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.
We expect existing cash, cash equivalents and restricted cash non-current, 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.
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 Loans Base 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 0.20% to 0.40% per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point per annum.
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 Loans Base 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.
In assessing the reasonableness of our determined fair values of our reporting units, we evaluate our results against our current market capitalization. We elected to perform a quantitative analysis as part of our annual goodwill impairment test for fiscal year 2024.
In assessing the reasonableness of our determined fair values of our reporting units, we evaluate our results against our current market capitalization. We elected to perform a quantitative analysis as part of our annual goodwill impairment test for fiscal year 2025.
See further discussion about the expense from acquisition activities above in “ Operating Expenses” . 43 Table of Contents 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.
See further discussion about the expense from acquisition activities above in “ Operating Expenses” . 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.
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 0.25% 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 2.00% per annum during the continuance of a payment default and may be subject to increase by 2.00% per annum during the continuance of any other event of default.
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.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosure. 53 Table of Contents Self-Insurance Liabilities and Related Costs We are self-insured for vehicles and workers’ compensation with reinsurance coverage limiting our maximum exposure. In fiscal year 2024, our maximum exposure per individual event under the workers’ compensation plan was $1.5 million.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosure. 52 Table of Contents Self-Insurance Liabilities and Related Costs We are self-insured for vehicles and workers’ compensation with reinsurance coverage limiting our maximum exposure. In fiscal year 2025, our maximum exposure per individual event under the workers’ compensation plan was $1.5 million.
In September 2024, we completed a public offering of 5.2 million shares of our Class A common stock at a public offering price of $100.00 per share. After deducting stock issuance costs, including underwriting discounts, commissions and offering expenses, the offering resulted in net proceeds of $496.2 million.
In fiscal year 2024, we completed a public offering of 5.2 million shares of our Class A common stock at a public offering price of $100.00 per share. After deducting stock issuance costs, including underwriting discounts, commissions and offering expenses, the offering resulted in net proceeds of $496.2 million.
The available amount is net of outstanding irrevocable letters of credit totaling $24.6 million, and as of December 31, 2024 no amount had been drawn. 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.
The available amount is net of outstanding irrevocable letters of credit totaling $26.6 million, and as of December 31, 2025, no amount had been drawn. 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.
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.
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 energy and environmental fee (“E&E Fee(s)”), which is designed to recover escalating fuel price fluctuations above a periodically reset floor.
Consolidated EBITDA is based on operating results for the twelve months preceding the measurement date of December 31, 2024.
Consolidated EBITDA is based on operating results for the twelve months preceding the measurement date of December 31, 2025.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 16, 2024.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 18, 2025.
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 December 31, 2024, further advances were available under the Credit Facility in the amount of $675.4 million.
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 December 31, 2025, further advances were available under the Credit Facility in the amount of $673.4 million.
Our actual results may differ materially from those contained in any forward-looking statements. 33 Table of Contents Discussion and analysis of our financial condition and results of operations for the fiscal year ended December 31, 2023 (“fiscal year 2023”) compared to our financial condition and results of operations for the fiscal year ended December 31, 2022 is included under the heading Item 7.
Our actual results may differ materially from those contained in any forward-looking statements. 32 Table of Contents Discussion and analysis of our financial condition and results of operations for the fiscal year ended December 31, 2024 (“fiscal year 2024”) compared to our financial condition and results of operations for the fiscal year ended December 31, 2023 (“fiscal year 2023”), is included under the heading Item 7.
As of October 1, 2024, our Eastern, Western, Mid-Atlantic and Resource Solutions reporting units indicated that the fair value of each reporting unit exceeded its carrying amount, including goodwill. The fair value of our Eastern, Western, Mid-Atlantic and Resource Solutions reporting units exceeded its carrying value by in excess of 23%.
As of October 1, 2025, our Eastern, Western, Mid-Atlantic and Resource Solutions reporting units indicated that the fair value of each reporting unit exceeded its carrying amount, including goodwill. The fair value of our Eastern, Western, Mid-Atlantic and Resource Solutions reporting units exceeded its carrying value by in excess of 35%.
See Note 13, Stockholders' Equity to our consolidated financial statements included under Item 8.
See Note 14, Stockholders' Equity to our consolidated financial statements included under Item 8.
The actuarial-determined liability is calculated based on historical data, which considers both the frequency and settlement amount of claims. Our self-insurance reserves totaled $24.9 million and $22.4 million as of December 31, 2024 and December 31, 2023, respectively.
The actuarial-determined liability is calculated based on historical data, which considers both the frequency and settlement amount of claims. Our self-insurance reserves totaled $31.6 million and $24.9 million as of December 31, 2025 and December 31, 2024, respectively.
On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted. The TCJA significantly changed U.S. corporate income tax laws by, among other things, changing carryforward rules for net operating losses.
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.
Operating Expenses A summary of our cost of operations, general and administration and depreciation and amortization expenses is as follows (dollars in millions and as a percentage of total revenues): Fiscal Years Ended December 31, $ Change 2024 2023 Cost of operations $ 1,027.3 66.0 % $ 832.0 65.8 % $ 195.3 General and administration $ 190.8 12.2 % $ 155.8 12.3 % $ 35.0 Depreciation and amortization $ 234.9 15.1 % $ 170.7 13.5 % $ 64.2 36 Table of Contents 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.
Operating Expenses A summary of our cost of operations, general and administration and depreciation and amortization expenses (dollars in millions and as a percentage of total revenues) is as follows: Fiscal Years Ended December 31, $ Change 2025 2024 Cost of operations $ 1,216.6 66.2 % $ 1,027.3 66.0 % $ 189.3 General and administration $ 224.2 12.2 % $ 190.8 12.2 % $ 33.4 Depreciation and amortization $ 306.8 16.7 % $ 234.9 15.1 % $ 71.9 35 Table of Contents 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.
In fiscal year 2024, our minimum and maximum exposure per individual event under the automobile plan were up to $2.0 million and $4.2 million, respectively.
In fiscal year 2025, our minimum and maximum exposure per individual event under the automobile plan were up to $2.5 million and $4.5 million, respectively.
A summary of financing cash flows (in millions) follows: Fiscal Year Ended December 31, 2024 2023 Proceeds from debt borrowings $ 846.8 $ 465.0 Principal payments on debt (783.7) (26.2) Payments of debt issuance costs (6.6) (12.8) Proceeds from the exercise of share-based awards 0.3 0.1 Proceeds from the public offering of Class A Common Stock 496.2 496.2 Payments of debt modification costs (1.4) — Net cash provided by financing activities $ 551.6 $ 922.3 A summary of the most significant items affecting the change in our financing cash flows follows: Debt activity .
A summary of financing cash flows (in millions) follows: Fiscal Year Ended December 31, 2025 2024 Proceeds from debt borrowings $ 91.5 $ 846.8 Principal payments on debt (116.4) (783.7) Payments of debt issuance costs (2.2) (6.6) Proceeds from the exercise of share-based awards — 0.3 Proceeds from the public offering of Class A Common Stock — 496.2 Payments of debt modification costs — (1.4) Net cash (used in) provided by financing activities $ (27.1) $ 551.6 A summary of the most significant items affecting the change in our financing cash flows follows: Debt activity .
As of December 31, 2024, we were in compliance with all financial covenants contained in the Credit Agreement as follows (in millions): Credit Facility Covenant Fiscal Year Ended December 31, 2024 Covenant Requirements at December 31, 2024 Maximum consolidated net leverage ratio (1) 2.54 4.00 Minimum interest coverage ratio 6.81 3.00 (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 $1,048.2 million as of December 31, 2024, or $1,148.2 million of consolidated funded debt less $100.0 million total of unencumbered cash and cash equivalents), divided by consolidated EBITDA.
As of December 31, 2025, we were in compliance with all financial covenants contained in the Credit Agreement as follows (in millions): Credit Facility Covenant Fiscal Year Ended December 31, 2025 Covenant Requirements at December 31, 2025 Maximum consolidated net leverage ratio (1) 2.34 4.00 Minimum interest coverage ratio 7.56 3.00 (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 $1,068.6 million as of December 31, 2025, or $1,168.6 million of consolidated funded debt less $100.0 million total of unencumbered cash and cash equivalents), divided by consolidated EBITDA.
Southbridge Landfill Closure Charge In June 2017, we initiated the plan to cease operations of our landfill located in Southbridge, Massachusetts (“Southbridge Landfill”) and later closed it in November 2018 when the Southbridge Landfill reached its final capacity .
Southbridge Landfill Closure Charge In the fiscal year ended December 31, 2017, we initiated the plan to cease operations of our landfill located in Southbridge, Massachusetts (“Southbridge Landfill”) and later closed it in November 2018 when the Southbridge Landfill reached its final capacity .
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.
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.
A summary of the major components of our general and administration expense is as follows (dollars in millions and as a percentage of total revenues): 37 Table of Contents Fiscal Years Ended December 31, $ Change 2024 2023 Labor costs $ 126.1 8.1 % $ 101.6 8.0 % $ 24.5 Professional fees 13.0 0.8 % 10.1 0.8 % 2.9 Provision for expected credit losses 2.9 0.2 % 2.5 0.2 % 0.4 Other 48.8 3.1 % 41.6 3.3 % 7.2 $ 190.8 12.2 % $ 155.8 12.3 % $ 35.0 These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
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: 36 Table of Contents Fiscal Years Ended December 31, $ Change 2025 2024 Labor costs $ 151.0 8.2 % $ 126.1 8.1 % $ 24.9 Professional fees 12.3 0.7 % 13.0 0.8 % (0.7) Provision for expected credit losses 1.8 0.1 % 2.9 0.2 % (1.1) Other 59.1 3.2 % 48.8 3.1 % 10.3 Total $ 224.2 12.2 % $ 190.8 12.2 % $ 33.4 These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
A summary of investing cash flows (in millions) follows: Fiscal Year Ended December 31, 2024 2023 Acquisitions, net of cash acquired $ (468.6) $ (851.8) Additions to property and equipment (203.2) (154.9) Additions to intangible assets (0.3) — Proceeds from sale of property and equipment 1.4 1.1 Proceeds from property insurance settlement 0.1 — Net cash used in investing activities $ (670.6) $ (1,005.6) A summary of the most significant items affecting the change in our investing cash flows follows: Acquisitions, net of cash acquired .
A summary of investing cash flows (in millions) follows: Fiscal Year Ended December 31, 2025 2024 Acquisitions, net of cash acquired $ (224.2) $ (468.6) Additions to property and equipment (245.0) (203.2) Additions to intangible assets (0.7) (0.3) Proceeds from sale of property and equipment 0.8 1.4 Proceeds from property insurance settlement — 0.1 Net cash used in investing activities $ (469.1) $ (670.6) A summary of the most significant items affecting the change in our investing cash flows follows: Acquisitions, net of cash acquired .
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.
Results of Operations Revenues We manage our solid waste operations, which include a comprehensive range of non-hazardous solid waste services, on a geographic basis through three regional operating segments, the Eastern, Western and Mid-Atlantic regions.
Payment of debt modification costs . We paid $1.4 million of agent fees and other third-party costs in fiscal year 2024 associated with the refinancing of our Credit Agreement. Proceeds from the public offering of Class A Common Stock.
We paid $(1.4) million of agent fees and other third-party costs in fiscal year 2024 associated with refinancing the Credit Agreement. 45 Table of Contents Proceeds from the public offering of Class A Common Stock.
The average amortization rate per ton for our landfills during fiscal years 2024 and 2023 was $7.52 and $7.23, respectively. 50 Table of Contents Final Capping, Closure and Post-Closure Costs.
The average amortization rate per ton for our landfills during fiscal years 2025 and 2024 was $7.87 and $7.52, respectively. 49 Table of Contents Final Capping, Closure and Post-Closure Costs.
We provide integrated solid waste services in ten states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine, Pennsylvania, Delaware, New Jersey and Maryland, with our headquarters located in Rutland, Vermont.
We 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.
Landfill and transfer customers are charged a tipping fee on a per ton basis for disposing of their solid waste at our disposal facilities and transfer stations. We also generate and sell electricity at certain of our landfill facilities.
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.
Tax-Exempt Financings and Other Debt As of December 31, 2024, we had outstanding $277.0 million aggregate principal amount of tax-exempt bonds, $69.7 million aggregate principal amount of finance leases and $1.5 million aggregate principal amount of notes payable. See Note 11, Debt to our consolidated financial statements included under Item 8.
Tax-Exempt Financings and Other Debt As of December 31, 2025, we had outstanding $273.5 million aggregate principal amount of tax-exempt bonds, $94.0 million aggregate principal amount of finance leases and $1.1 million aggregate principal amount of notes payable. See Note 12, Debt to our consolidated financial statements included under Item 8.
For further description regarding contractual obligations, see Note 8, Leases , Note 10, Final Capping, Closure and Post-Closure Costs, Note 11, Debt, Note 12, Commitments and Contingencies , and Note 15, Employee Benefit Plans to our consolidated financial statements included in Item 8.
For further description regarding contractual obligations, see Note 8, Leases , Note 10, Final Capping, Closure and Post-Closure Costs, Note 12, Debt, Note 13, Commitments and Contingencies , Note 16, Employee Benefit Plans and Note 18, Other Items and Charges to our consolidated financial statements included in Item 8.
In fiscal year 2024, we recorded a recovery of $(1.7) million consisting of (i) a partial reversal of historical payments written off after an engineering evaluation determined that a portion of the area affected by the veneer failure was deemed to still be viable as well as (ii) a recovery of operating expenses incurred during the clean-up of the affected capping material as part of a settlement with a third party.
Landfill Capping (Recovery) Charge - Veneer Failure In fiscal year 2024, we recorded a recovery of $(1.7) million associated with a veneer failure that occurred in fiscal year 2023 at a Subtitle D landfill we operate located in Seneca, New York, consisting of both (i) a partial reversal of historical payments written off after an engineering evaluation determined that a portion of the area affected by the veneer failure was deemed to still be viable as well as (ii) a recovery of operating expenses incurred during the clean-up of the affected capping material as part of a settlement with a third party.
This was the result of revenue growth driven by acquisition activity, partially offset by higher interest expense and an increase in the unfavorable cash flow impact associated with the changes in our assets and liabilities, net of effects of acquisitions and divestitures.
This was the result of business growth, including from acquisition activity; partially offset by an increase in the unfavorable cash flow impact associated with the changes in our assets and liabilities, net of effects of acquisitions and divestitures.
As of January 31, 2025, we owned and/or operated 71 solid waste collection operations, 71 transfer stations, 28 recycling and processing facilities, eight Subtitle D landfills, three landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition materials.
As of January 31, 2026, we owned and/or operated 86 solid waste collection operations, 72 transfer stations, 32 recycling and processing facilities, eight Subtitle D landfills, two landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition materials.
A summary of operating cash flows (in millions) follows: Fiscal Year Ended December 31, 2024 2023 Net income $ 13.5 $ 25.4 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 234.9 170.7 Interest accretion on landfill and environmental remediation liabilities 11.6 9.9 Amortization of debt issuance costs 3.0 3.0 Stock-based compensation 12.2 9.1 Operating lease right-of-use assets expense 17.8 15.3 Other items and charges, net 13.0 0.7 Loss from termination of bridge financing — 8.2 Landfill capping (recovery) charge - veneer failure (0.9) 3.0 Deferred income taxes 6.9 7.4 312.0 252.7 Changes in assets and liabilities, net (30.6) (19.6) Net cash provided by operating activities $ 281.4 $ 233.1 45 Table of Contents Net cash provided by operating activities increased $48.3 million in fiscal year 2024 as compared to fiscal year 2023.
A summary of operating cash flows (in millions) follows: Fiscal Year Ended December 31, 2025 2024 Net income $ 7.9 $ 13.5 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 306.8 234.9 Interest accretion on landfill and environmental remediation liabilities 14.7 11.6 Amortization of debt issuance costs 3.0 3.0 Stock-based compensation 14.2 12.2 Operating lease right-of-use assets expense 22.1 17.8 Other items and charges, net 2.0 13.0 Landfill capping recovery - veneer failure — (0.9) Deferred income taxes 3.3 6.9 374.0 312.0 Changes in assets and liabilities, net (44.2) (30.6) Net cash provided by operating activities $ 329.8 $ 281.4 Net cash provided by operating activities increased $48.4 million in fiscal year 2025 as compared to fiscal year 2024.
(2) Includes a non-cash charge in fiscal year 2024 associated with our receipt of a final closure permit (the “Closure Permit”) from the Massachusetts Department of Environmental Protection related to the Southbridge Landfill.
In fiscal year 2024, we recorded a non-cash charge of $8.4 million, which is associated with our receipt of a final closure permit (the “Closure Permit”) from the Massachusetts Department of Environmental Protection related to the Southbridge Landfill.
Revenues associated with our Resource Solutions operations are comprised of 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 sales.
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, primarily comprised of newspaper, corrugated containers, plastics, ferrous and aluminum, and organic materials.
“ Quantitative and Qualitative Disclosures about Market Risk” of this Annual Report on Form 10-K for additional information regarding our fuel costs. • Maintenance and repair costs increased due to (i) acquisitions, (ii) higher personnel and parts costs reflecting cost inflation, and (iii) higher vehicle maintenance costs driven by delays in the delivery of fleet replacements. • Other operational costs increased due to (i) acquisitions, (ii) higher spending associated with supporting acquisition-related growth, and (iii) general cost inflation.
“Quantitative and Qualitative Disclosures about Market Risk” of this Annual Report on Form 10-K for additional information regarding our fuel costs. • Maintenance and repair costs increased due to (i) acquisitions, (ii) higher personnel and parts costs, and (iii) increased costs of repairs performed by third parties. • Other operational costs increased due to (i) acquisitions, (ii) higher spending associated with supporting acquisition-related growth, and (iii) general cost inflation.
A summary of the major components of depreciation and amortization expense (dollars in millions and as a percentage of total revenues) follows: Fiscal Year Ended December 31, $ Change 2024 2023 Depreciation expense $ 133.9 8.6 % $ 99.2 7.8 % $ 34.7 Landfill amortization expense 44.5 2.9 % 40.4 3.2 % 4.1 Other amortization expense 56.5 3.6 % 31.1 2.5 % 25.4 $ 234.9 15.1 % $ 170.7 13.5 % $ 64.2 Depreciation and amortization expense increased in fiscal year 2024 primarily due to (i) acquisitions, including the impact of accelerated amortization schedules of certain intangibles, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to changes in cost and other assumptions from the prior year period, more than offsetting lower landfill volumes. 38 Table of Contents Expense from Acquisition Activities In fiscal years 2024 and 2023, we recognized expenses of $24.9 million and $15.0 million, respectively, comprised primarily of legal, consulting, rebranding and other costs associated with the due diligence, acquisition and integration of acquired businesses.
A summary of the major components of depreciation and amortization expense (dollars in millions and as a percentage of total revenues) follows: Fiscal Year Ended December 31, $ Change 2025 2024 Depreciation expense $ 168.4 9.2 % $ 133.9 8.6 % $ 34.5 Landfill amortization expense 61.9 3.4 % 44.5 2.9 % 17.4 Other amortization expense 76.5 4.1 % 56.5 3.6 % 20.0 Total $ 306.8 16.7 % $ 234.9 15.1 % $ 71.9 Depreciation and amortization expense increased in fiscal year 2025 primarily due to (i) acquisitions, including the impact of amortization of acquired intangibles, (ii) investment in property and equipment in our existing operations, and (iii) higher landfill amortization expense related to higher landfill volumes in our Western and Mid-Atlantic regions, and changes in cost and other assumptions. 37 Table of Contents Expense from Acquisition Activities In fiscal years 2025 and 2024, we recognized expenses of $24.2 million and $24.9 million, respectively, comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses.
See Note 5, Business Combinations, to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure regarding acquisition activity.
For additional disclosure regarding interest expense, see Note 12, Debt to our consolidated financial statements included under Item 8. “ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
These obligations are reflected in our consolidated balance sheet and include obligations with scheduled maturities, as well as significant obligations pertaining to accrued environmental remediation liabilities and final capping, closure and post-closure asset retirement obligations at our landfills.
These obligations are reflected in our consolidated balance sheet and include obligations with scheduled maturities, as well as significant obligations pertaining to accrued environmental remediation liabilities, accrued closure and post-closure obligations relating to an organic residuals composting facility that ceased operations in fiscal year 2025 and final capping, closure and post-closure asset retirement obligations at our landfills.
We have a business development team that identifies acquisition candidates, categorizes the opportunity by strategic fit and financial synergies, establishes contact with the appropriate representative of the acquisition candidate and gathers further information on the acquisition candidate.
We have a business development team that identifies acquisition candidates, categorizes the opportunity by strategic fit and financial synergies, establishes contact with the appropriate representative of the acquisition candidate and gathers further information on the acquisition candidate. In January 2026, we expanded our geographic footprint when we acquired the assets of RGL, Inc.
The year-over-year increase was driven by (i) revenues growth, described above, (ii) higher intercompany related operating income, (iii) lower costs due to improved routing efficiencies, and (d) a charge for the FLSA-related legal settlement in fiscal year 2023; partially offset by (a) the charge related to the Southbridge Landfill, (b) higher costs associated with operating and supporting acquired businesses, (c) increased depreciation expense due to acquisitions and investment in property and equipment, (d) general cost inflation, including for disposal, labor, and maintenance costs, (e) higher leachate disposal costs, (f) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, and (g) higher accruals related to insurance claims.
The year-over-year increase was driven by (i) revenue growth, described above, (ii) fiscal year 2024 including a charge related to the Southbridge Landfill, (iii) lower leachate disposal costs, and (iv) lower accruals related to incentive compensation; partially offset by (a) higher costs associated with operating and supporting acquired businesses, including the impact of amortization of acquired intangibles, (b) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, (c) higher expense related to insurance claims, (d) legal penalties associated with leachate management at a landfill we own, (e) higher expense from acquisition activities, (f) increased depreciation expense due to acquisitions and investment in property and equipment, (g) lower contributions related to intercompany subcontracting with our National Accounts business, and (h) general cost inflation, including for disposal, labor, and maintenance 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): Fiscal Years Ended December 31, $ Change 2024 2023 Direct costs $ 363.0 23.3 % $ 311.2 24.6 % $ 51.8 Direct labor costs 237.6 15.3 % 175.3 13.9 % 62.3 Direct operational costs 114.2 7.3 % 99.7 7.9 % 14.5 Fuel costs 56.8 3.6 % 48.6 3.8 % 8.2 Maintenance and repair costs 133.6 8.7 % 102.1 8.1 % 31.5 Other operational costs 122.1 7.8 % 95.1 7.5 % 27.0 $ 1,027.3 66.0 % $ 832.0 65.8 % $ 195.3 These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
A summary of the major components of our cost of operations (dollars in millions and as a percentage of total revenues) is as follows: Fiscal Years Ended December 31, $ Change 2025 2024 Direct costs $ 424.7 23.1 % $ 363.0 23.3 % $ 61.7 Direct labor costs 297.0 16.2 % 237.6 15.3 % 59.4 Direct operational costs 121.7 6.6 % 114.2 7.3 % 7.5 Fuel costs 65.6 3.6 % 56.8 3.6 % 8.8 Maintenance and repair costs 163.0 8.8 % 133.6 8.7 % 29.4 Other operational costs 144.6 7.9 % 122.1 7.8 % 22.5 Total $ 1,216.6 66.2 % $ 1,027.3 66.0 % $ 189.3 These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
See further discussion about the legal settlement and the landfill capping charge - veneer failure above in “ Operating Expenses” .
See further discussion about the expense from acquisition activities and the landfill capping (recovery) charge - veneer failure above in “ Operating Expenses” .
Our total consideration for acquisitions completed in fiscal year 2024 was $467.9 million, including $469.2 in cash, $1.7 million in holdbacks and additional consideration owed, partially offset by $(3.0) million of open working capital settlements due from sellers.
Total consideration for acquisitions completed in fiscal year 2024 was $467.9 million, including $469.2 million in cash, $1.7 million in holdbacks, contingent consideration and other amounts owed, partially offset by $(3.0) million of open working capital settlements due from sellers. Divestitures From time to time, we may sell or divest certain investments or other components of our business.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 49 Table of Contents Inflation Inflationary increases in costs, including current inflationary pressures associated primarily with labor, certain other cost categories, and capital items, have materially affected, and may continue to materially affect, our operating margins and cash flows.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 48 Table of Contents Inflation Inflationary increases in costs have materially affected, and may continue to materially affect, our operating margins and cash flows.
Revenues associated with our solid waste operations are derived mainly from fees charged to customers for solid waste collection and disposal services, including landfill, transfer station and transportation, while also providing landfill gas-to-energy and processing services in the eastern United States.
“ Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K. Revenues associated with our solid waste operations are derived mainly from fees charged to customers for solid waste collection and disposal services, including landfill, transfer station and transportation services, landfill gas-to-energy services and processing services in the eastern United States.
A summary of cash flows (in millions) follows: Fiscal Year Ended December 31, $ Change 2024 2023 Net cash provided by operating activities $ 281.4 $ 233.1 $ 48.3 Net cash used in investing activities $ (670.6) $ (1,005.6) $ 335.0 Net cash provided by financing activities $ 551.6 $ 922.3 $ (370.7) Cash flows from operating activities.
A summary of cash flows (in millions) follows: Fiscal Year Ended December 31, $ Change 2025 2024 Net cash provided by operating activities $ 329.8 $ 281.4 $ 48.4 Net cash used in investing activities $ (469.1) $ (670.6) $ 201.5 Net cash (used in) provided by financing activities $ (27.1) $ 551.6 $ (578.7) Cash flows from operating activities.
The net proceeds from this offering were and are to be used to fund acquisition activity, including the GFL Acquisition and the Twin Bridges Acquisition, to pay certain costs associated with acquisition activities, and to repay borrowings and/or debt securities. 47 Table of Contents Outstanding Long-Term Debt Credit Facility As of December 31, 2024, we are party to the Credit Agreement, which provides for a $800.0 million aggregate principal amount Term Loan Facility and a $700.0 million Revolving Credit Facility, with a $155.0 million sublimit for letters of credit.
The net proceeds from this offering were used to repay borrowings under our Revolving Credit Facility, to fund acquisition activity and for general corporate purposes. 46 Table of Contents Outstanding Long-Term Debt Credit Facility As of December 31, 2025, we are party to the Credit Agreement, which provides for a $800.0 million aggregate principal amount term loan A facility and a $700.0 million Revolving Credit Facility, with a $155.0 million sublimit for letters of credit (collectively, the “Credit Facility”).
Resource Solutions A summary of the period-to-period change in Resource Solutions revenues (dollars in millions and as percentage growth of Resource Solutions revenues) follows: Period-to-Period Change For Fiscal Year 2024 vs Fiscal Year 2023 Amount % Growth Price $ 15.7 5.4 % Volume 14.8 5.0 % Surcharges and other fees (1.0) (0.3) % Acquisitions 7.6 2.6 % Resource Solutions revenues $ 37.1 12.7 % Revenues increased in fiscal year 2024 as compared to the prior year, primarily driven by (i) the favorable impact of higher recycled commodity pricing on processing revenues of $20.9 million, or 24.5% as a percentage of related revenues, (ii) higher National Accounts business volumes related to new business growth of $8.0 million, or 4.3% as a percentage of National Accounts revenues, (iii) the contribution from acquisitions, (iv) higher recycling volumes of $6.6 million, or 7.8% as a percentage of related revenues, (v) National Accounts business pricing growth of $5.6 million, or 3.0% as a percentage of National Accounts revenues, (vi) higher other processing price of $1.3 million, or 6.2% as a percentage of related revenues, and (vii) higher other processing volumes of $0.2 million, or 0.8% as a percentage of related revenues; partially offset by (a) lower tipping fees primarily related to contract structures that work to offset recycled commodity price movements of $(12.1) million, or (14.2)% as a percentage of related revenues, and (b) lower surcharges and other fees revenues in our National Accounts business due to lower E&E Fee revenues associated with our fuel cost recovery program related to lower diesel fuel prices.
Resource Solutions A summary of the period-to-period change in Resource Solutions revenues (dollars in millions and as percentage growth of Resource Solutions revenues) follows: Period-to-Period Change For Fiscal Year 2025 vs Fiscal Year 2024 Amount % Growth Price $ 3.1 0.9 % Volume 21.0 6.4 % Intercompany transfers from solid waste 5.0 1.5 % Facility closure (1.9) (0.6) % Surcharges and other fees (0.4) (0.1) % Acquisitions 3.2 1.0 % Resource Solutions revenues $ 30.0 9.1 % Resource Solutions revenues increased in fiscal year 2025 as compared to the prior year, primarily driven by (i) higher tipping fees of $14.2 million, or 13.1% as a percentage of related revenues, primarily related to contract structures that work to offset recycled commodity price movements, (ii) higher National Accounts business volumes related to new business growth of $13.2 million, or 6.6% as a percentage of National Accounts revenues, (iii) National Accounts business pricing growth of $8.7 million, or 4.4% as a percentage of National Accounts revenues, (iv) higher recycling volumes of $8.6 million, or 8.0% as a percentage of related revenues, (v) the internal transfer of customers and associated revenues previously managed under the Mid-Atlantic operating segment to the Resource Solutions operating segment, (vi) the contribution from acquisitions and (vii) higher other processing price of $0.6 million, or 2.8% as a percentage of related revenues; partially offset by (a) lower recycled commodity price of $(20.4) million, or (18.9)% as a percentage of related revenues, (b) lower other processing revenues associated with an organic residuals composting facility in Maine that ceased operations in fiscal year 2025, and (c) lower other processing volumes of $(0.9) million, or (3.9)% as a percentage of related revenues.
In fiscal year 2024, we acquired eight businesses for total consideration of $467.9 million, including $469.2 million in cash, and received $(0.6) million, net in cash after working capital settlements, holdbacks and other consideration owed payments, as compared to fiscal year 2023 during which we acquired seven businesses for total consideration of $846.6 million, including $846.7 million in cash, and paid $5.1 million in holdback payments on businesses previously acquired.
In fiscal year 2025, we acquired nine businesses, which included $(223.4) million of cash consideration, and made $(0.8) million in payments on businesses previously acquired, as compared to fiscal year 2024 during which we acquired eight businesses, which included $(469.2) million of cash consideration, and received $0.6 million, net in cash after working capital settlements, holdbacks and other consideration owed payments.
Provision for Income Taxes Our provision for income taxes was $7.5 million in fiscal year 2024 and $11.6 million in fiscal year 2023. For fiscal year 2024, the provision for income taxes included $0.6 million of current income taxes and $6.9 million of deferred income taxes.
For fiscal year 2025, the provision for income taxes includes $2.4 million of current income taxes and $2.8 million of deferred income taxes. The provision for income taxes in fiscal year 2024 included $0.6 million of current income taxes and $6.9 million of deferred income taxes.
The year-over-year increase was due to (i) revenues growth, described above, (ii) higher intercompany related operating income, (iii) the recovery in fiscal year 2024 and the charge in fiscal year 2023 related to the landfill capping veneer failure, (iv) lower costs due to improved routing efficiencies and (v) a charge for the FLSA-related legal settlement in fiscal year 2023; partially offset by (a) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) general cost inflation, including for disposal, labor, and maintenance costs, (d) delays in the delivery of fleet vehicles resulting in higher short term rental and vehicle maintenance costs, (e) higher leachate disposal costs, (f) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, (g) accruals related to insurance claims, and (h) a gain on resolution of acquisition-related contingent consideration in fiscal year 2023 associated with the reversal of a contingency for a transfer station permit expansion that was deemed no longer viable.
The year-over-year increase was due to (i) revenue growth, described above, (ii) higher contributions related to intercompany subcontracting with our National Accounts business, (iii) lower leachate disposal costs, (iv) lower expense from acquisition activities, and (v) lower short-term equipment rental costs related to the timing of the delivery of fleet vehicles; partially offset by (a) higher directs costs associated with increased transfer station volumes, (b) higher costs associated with operating and supporting acquired businesses, including the impact of amortization of acquired intangibles, (c) higher accretion and landfill amortization expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, as well as higher landfill volumes, (d) higher landfill operating lease amortization as well as host community fees and royalties primarily related to higher landfill tonnages at a landfill we lease, (e) higher expense related to insurance claims, (f) increased depreciation expense due to acquisitions and investment in property and equipment, (g) general cost inflation, including for disposal, labor, and maintenance costs, and (h) the recovery in fiscal year 2024 related to the landfill capping veneer failure.
As of December 31, 2024, we had $675.4 million of undrawn capacity under our $700.0 million revolving credit facility (“Revolving Credit Facility”) and $383.3 million of cash, cash equivalents and restricted cash to help meet our short-term and long-term liquidity needs.
As of December 31, 2025, we had $673.4 million of undrawn capacity under our $700.0 million revolving credit facility (“Revolving Credit Facility”) and $123.8 million of cash and cash equivalents to help meet our short-term and long-term liquidity needs, as well as $93.1 million of restricted cash to be used for the Mountain State Waste Acquisition.
A reconciliation of net cash provided by operating activities to Consolidated EBITDA is as follows (in millions): Twelve Months Ended December 31, 2024 Net cash provided by operating activities $ 281.4 Changes in assets and liabilities, net of effects of acquisitions and divestitures 30.5 Stock based compensation (12.2) Operating lease right-of-use assets expense (8.0) Landfill capping recovery - veneer failure 0.9 Other items and charges, net (13.0) Interest expense, less amortization of debt issuance costs 59.5 Provision for income taxes, net of deferred income taxes 0.6 Adjustments as allowed by the Credit Agreement (1) 73.0 Consolidated EBITDA $ 412.7 48 Table of Contents (1) Adjustments as allowed by the Credit Agreement includes the estimated annual pro-forma impact of acquisitions on consolidated EBITDA.
A reconciliation of net cash provided by operating activities to Consolidated EBITDA is as follows (in millions): Twelve Months Ended December 31, 2025 Net cash provided by operating activities $ 329.8 Changes in assets and liabilities, net of effects of acquisitions and divestitures 44.3 Stock based compensation (14.2) Operating lease right-of-use assets expense (10.1) Other items and charges, net (2.0) Interest expense, less amortization of debt issuance costs 59.5 Provision for income taxes, net of deferred income taxes 1.9 Adjustments as allowed by the Credit Agreement (1) 47.5 Consolidated EBITDA $ 456.7 (1) Adjustments as allowed by the Credit Agreement includes the estimated annual pro forma impact of acquisitions on Consolidated EBITDA. 47 Table of Contents In addition to the 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.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Debt Modification Expense In fiscal year 2024, we recognized debt modification expense of $1.4 million associated with agent fees and other third-party costs we paid during the refinancing of our Credit Agreement (as defined below).
Debt Modification Expense In fiscal year 2024, we recognized debt modification expense of $1.4 million associated with agent fees and other third-party costs we paid during the refinancing of our Credit Agreement (as defined below). Provision for Income Taxes Our provision for income taxes was $5.2 million in fiscal year 2025 and $7.5 million in fiscal year 2024.
Payments of debt issuance costs. We paid $6.6 million of debt issuance costs in fiscal year 2024 primarily related to refinancing activities associated with entering into the Credit Agreement as compared to $12.8 million of debt issuance costs in fiscal year 2023 related primarily to bridge financing activities associated with the GFL Acquisition and the Twin Bridges Acquisition.
We paid $(2.2) million of debt issuance costs in fiscal year 2025 related to financing activities associated with our industrial revenue bonds as compared to $(6.6) million of debt issuance costs in fiscal year 2024 primarily related to refinancing activities associated with entering into the Credit Agreement. Payment of debt modification costs .
In the fiscal year ended December 31, 2024 (“fiscal year 2024”), we acquired eight businesses: four of which are in our Mid-Atlantic region, including the purchase of all the equity interests of Whitetail Disposal, Inc. and the assets of LMR Disposal, LLC, which together include collection operations in eastern Pennsylvania and western New Jersey; two of which are in our Western region, including the purchase of all equity interests of Royal Carting and Welsh Sanitation and related real estate assets, which consist of collection and transfer operations in the middle and lower Hudson Valley regions of New York as well as western Connecticut; and two of which are tuck-in operations in our Eastern region.
Total consideration for acquisitions completed in fiscal year 2025 was $229.8 million, including $223.4 million in cash, $7.4 million in holdbacks, contingent consideration and other amounts owed, partially offset by $(1.0) million of open working capital settlements due from sellers. 33 Table of Contents In fiscal year 2024, we acquired eight businesses: four of which are in our Mid-Atlantic region, including the purchase of all the equity interests of Whitetail Disposal, Inc. and the assets of LMR Disposal, LLC, which together include collection operations in eastern Pennsylvania and western New Jersey; two of which are in our Western region, including the purchase of all equity interests of Royal Carting and Welsh Sanitation and related real estate assets, which consist of collection and transfer operations in the middle and lower Hudson Valley regions of New York as well as western Connecticut; and two of which are tuck-in operations in our Eastern region.
The year-over-year increase was due to (i) revenues growth, described above, (ii) the impact on direct costs associated with hauling and transportation relating to municipal biosolid volumes in our National Accounts business, and (iii) operating improvements at our Boston, Massachusetts materials recovery facility (“MRF”) related to the equipment upgrade; partially offset by (a) higher costs associated with operating and supporting acquired businesses, including the impact of accelerated amortization schedules of certain intangibles, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) general cost inflation, including for disposal, labor, and maintenance costs and (d) lower intercompany related operating income.
The year-over-year increase was due to (i) revenue growth, described above and (ii) lower expense from acquisition activities; partially offset by (a) higher costs associated with operating and supporting acquired businesses, including the impact of amortization of acquired intangibles, (b) increased depreciation expense due to acquisitions and investment in property and equipment, (c) a charge associated with the ceasing of operations in fiscal year 2025 of an organic residuals composting facility in Maine, (d) higher intercompany expenses related to the subcontracting of our National Accounts business, and (e) general cost inflation, including for disposal, labor, and maintenance costs.
The most significant items impacting the change in our cost of operations during fiscal year 2024 are summarized below: • Direct costs increased in aggregate dollars primarily due to (i) acquisitions and (ii) higher third-party disposal rates reflecting cost inflation; partially offset by the impact on hauling and transportation costs related to municipal biosolid volumes in our National Accounts business. • Direct labor costs increased primarily due to (i) acquisitions and (ii) higher wages and benefit costs reflecting cost inflation; partially offset by improved routing efficiencies. • Direct operational costs increased in aggregate dollars primarily due to (i) acquisitions, (ii) higher leachate disposal costs, (iii) higher short term rental expense driven by delays in the delivery of fleet vehicles as well as needs from entering new municipal contracts, (iv) higher accretion expense associated with changes in the timing and cost estimates of our closure, post-closure, and capping obligations, (v) higher accruals related to insurance claims, and (vi) general cost inflation; partially offset by lower host community and royalty fees. • Fuel costs increased in aggregate dollars due to acquisitions, partially offset primarily by lower diesel fuel prices.
The most significant items impacting the change in our cost of operations during fiscal year 2025 are summarized below: • Direct costs increased in aggregate dollars primarily due to acquisitions and higher third-party disposal rates. • Direct labor costs increased primarily due to acquisitions and higher wage and benefit rates. • Direct operational costs increased in aggregate dollars primarily due to (i) acquisitions, (ii) higher expense related to insurance claims, (iii) legal penalties associated with leachate management at a landfill we own in our Eastern region, (iv) higher accretion expense associated with changes in the timing and cost estimates of our capping, closure and post-closure obligations, (v) higher landfill operating lease amortization as well as host community fees and royalties primarily related to higher landfill tonnages at a landfill we lease in our Western region, and (vi) general cost inflation; partially offset by (a) lower short-term rental expense primarily in our Western region, counteracting higher short term rental expense in our Mid-Atlantic region related to growth and the timing of the delivery of fleet vehicles and (b) lower leachate disposal costs.
See further discussion about the charge related to the Southbridge Landfill and the legal settlement charge above in “ Operating Expenses” . 41 Table of Contents Western Region A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of Western region solid waste revenues) follows: Period-to-Period Change For Fiscal Year 2024 vs Fiscal Year 2023 Amount % Growth Price $ 28.6 5.6 % Volume (18.7) (3.7) % Surcharges and other fees (5.3) (0.9) % Commodity price and volume 1.1 0.2 % Acquisitions 73.9 14.4 % Solid waste revenues $ 79.6 15.6 % Revenues increased in fiscal year 2024 as compared to the prior year, primarily driven by (i) the contribution from acquisitions, (ii) favorable collection pricing of $22.5 million, or 6.3% as a percentage of collection revenues, (iii) favorable disposal pricing of $6.1 million, or 4.2% as a percentage of disposal revenues, and (iv) higher commodity price and volume revenues associated with favorable commodity and energy pricing, higher energy volumes, and to a lesser extent higher commodity processing volumes; partially offset by (a) lower disposal volume of $(15.6) million, or (10.7)% as a percentage of disposal revenues, mainly driven by lower landfill C&D and special waste volumes, (b) lower surcharge and other fees revenues due to lower E&E Fee revenues associated with our fuel cost recovery program related to lower diesel fuel prices and lower SRA Fee revenues due to higher recycled commodity prices as compared to the prior year period, partly counteracted by higher revenues from fees related to legacy fuel and environmental cost recovery programs associated with acquired businesses, and (c) lower collection volume of $(3.2) million, or (0.9)% as a percentage of collection operations, due to customer churn.
See further discussion about the expense from acquisition activities and the charge related to the Southbridge Landfill above in “ Operating Expenses” . 40 Table of Contents Western Region A summary of the period-to-period change in solid waste revenues (dollars in millions and as percentage growth of Western region solid waste revenues) follows: Period-to-Period Change For Fiscal Year 2025 vs Fiscal Year 2024 Amount % Growth Price $ 31.7 5.7 % Volume (3.7) (0.7) % Surcharges and other fees 2.9 0.5 % Commodity price and volume (1.0) (0.2) % Acquisitions 71.8 12.8 % Solid waste revenues $ 101.7 18.1 % Revenues increased in fiscal year 2025 as compared to the prior year, primarily driven by (i) the contribution from acquisitions, (ii) higher collection pricing of $23.9 million, or 5.7% as a percentage of collection revenues, (iii) higher disposal pricing of $7.8 million, or 5.9% as a percentage of disposal revenues, and (iv) higher disposal volume of $0.2 million, or 0.1% as a percentage of disposal revenues, related to higher transfer station volumes, counteracted by lower landfill and transportation volumes; partially offset by lower collection volume of $(3.9) million, or (0.9)% as a percentage of collection operations.
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.
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.
Intangible assets are recorded at fair value and are amortized based on the economic benefit provided or using the sum of years digits or straight-line methods over their estimated useful lives. Covenants not-to-compete, customer relationships, and trade names are typically amortized over a term of no more than 10 years.
Intangible assets are recorded at fair value as of the date of each acquisition, primarily using discounted cash flow analyses, and are amortized based on the economic benefit provided or using the sum of years digits or straight-line methods over their estimated useful lives.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA summary of the changes to the notional amount of interest rate derivative agreements follows (in millions): Active Forward Starting Total Balance, December 31, 2022 $ 190.0 $ 20.0 $ 210.0 Additions 390.0 — 390.0 Commencements 20.0 (20.0) — Maturities (85.0) — (85.0) Balance, December 31, 2023 515.0 — 515.0 Additions — — — Commencements — — — Maturities — — — Balance, December 31, 2024 (1) $ 515.0 $ — $ 515.0 (1) These agreements mature between February 2026 and June 2028 and state that we receive interest based on Term SOFR, restricted by a 0.0% floor, and pay interest at a weighted average rate of approximately 3.60%.
Biggest changeAccording to the terms of the agreements, we receive interest based on Term SOFR, restricted by a 0.0% floor, and pay interest at a weighted average rate of approximately 3.6%. These agreements mature or have matured between February 2026 and June 2028.
The above operating income impact may not be indicative of future operating results and actual results may vary materially. 55 Table of Contents 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.
The above operating income impact may not be indicative of future operating results and actual results may vary materially. 54 Table of Contents 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 income (loss) and included in interest expense at the same time as interest expense is affected by the hedged transactions.
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) income, net of tax and included in interest expense at the same time as interest expense is affected by the hedged transactions.
Based on participation rates as of December 31, 2024 and considering recently closed acquisitions, we believe a $0.40 cent per gallon change in the price of diesel fuel would change the energy component of the E&E Fee by approximately $5.5 million per year.
Based on participation rates as of December 31, 2025, and considering recently closed acquisitions, we believe a $0.40 cent per gallon change in the price of diesel fuel would change the energy component of the E&E Fee by approximately $5.6 million per year.
We may use a number of strategies to mitigate impacts from these recycled material commodity price fluctuations including: (1) charging collection customers a floating SRA fee to reduce recycling commodity risks; (2) providing in-bound 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; (3) selling recycled commodities to out-bound MRF customers through floor price or fixed price agreements; or (4) entering into fixed price contracts or hedges that mitigate the variability in cash flows generated from the sales of recycled paper at floating prices.
We may use a number of strategies to mitigate impacts from these recycled material commodity price fluctuations including: (1) charging collection customers a floating sustainability recycling adjustment fee to reduce recycling commodity risks; (2) providing in-bound materials 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; (3) selling recycled commodities to out-bound MRF customers through floor price or fixed price agreements; or (4) entering into fixed price contracts or hedges that mitigate the variability in cash flows generated from the sales of recycled paper at floating prices.
We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. As of December 31, 2024, we were not party to any commodity hedging agreements. Should recycled material commodity prices change by $10 per ton, we estimate that our annual operating income margin would change by approximately $0.5 million annually.
We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. As of December 31, 2025, we were not party to any commodity hedging agreements. Should recycled material commodity prices change by $10 per ton, we estimate that our annual operating income margin would change by approximately $1.0 million annually.
Our fuel costs were $56.8 million in fiscal year 2024, or 3.6% of revenue, compared to $48.6 million in fiscal year 2023, or 3.8% of revenue. 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.
Our fuel costs were $65.6 million in fiscal year 2025, or 3.6% of revenue, compared to $56.8 million in fiscal year 2024, or 3.6% of revenue. 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.
Based on our consumption levels in the last twelve months ended December 31, 2024, combined with our expected fuel consumption related to recently closed acquisitions, and after considering physically settled fuel contracts, we believe a $0.40 cent per gallon change in the price of diesel fuel would change our direct fuel costs by approximately $6.2 million per year.
Based on our consumption levels in the last twelve months ended December 31, 2025, combined with our expected fuel consumption related to recently closed acquisitions, and after considering physically settled fuel contracts, we believe a $0.40 cent per gallon change in the price of diesel fuel would change our direct fuel costs by approximately $5.9 million per year.
The interest rate on the variable rate portion of long-term debt was approximately 6.0% at December 31, 2024. Should the average interest rate on the variable rate portion of long-term debt change by 100 basis points, we estimate that our annual interest expense would change by up to approximately $2.9 million. 56 Table of Contents
Should the average interest rate on the variable rate portion of long-term debt change by 100 basis points, we estimate that our annual interest expense would change by up to approximately $2.9 million. 55 Table of Contents
As of December 31, 2024, we have $348.2 million of fixed rate debt in addition to the $515.0 million fixed through our interest rate derivative agreements. We had interest rate risk relating to approximately $285.0 million of long-term debt as of December 31, 2024.
As of December 31, 2025, we have $368.6 million of fixed rate debt in addition to the $515.0 million fixed through our interest rate derivative agreements. We had interest rate risk relating to $285.0 million of long-term debt as of December 31, 2025. The interest rate on the variable rate portion of long-term debt was 5.3% at December 31, 2025.
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.
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 December 31, 2025 and December 31, 2024, our active interest rate derivative agreements had a total notional amount of $515.0 million.

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