Form 8-K

8-K — CASELLA WASTE SYSTEMS INC

Accession: 0000911177-26-000018

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0000911177

SIC: 4953 (REFUSE SYSTEMS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cwst-20260430.htm (Primary)

EX-99.1 (cwst-ex991033126.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cwst-20260430.htm · Sequence: 1

cwst-20260430

0000911177false00009111772026-04-302026-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________

FORM 8-K

__________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2026

__________________________________________

Casella Waste Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

__________________________________________

Delaware 000-23211 03-0338873

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

25 Greens Hill Lane,

Rutland, Vermont 05701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (802) 775-0325

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Class A common stock, $0.01 par value per share CWST The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 30, 2026, Casella Waste Systems, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No. Exhibit Description

99.1

Press Release of Casella Waste Systems, Inc. dated April 30, 2026.

101.SCH Inline XBRL Taxonomy Extension Schema Document.**

101.LAB Inline XBRL Taxonomy Label Linkbase Document.**

101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.**

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

** Submitted Electronically Herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CASELLA WASTE SYSTEMS, INC.

Date: April 30, 2026 By: /s/ Bradford J. Helgeson

Bradford J. Helgeson

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: cwst-ex991033126.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

CASELLA WASTE SYSTEMS, INC. ANNOUNCES FIRST QUARTER 2026 RESULTS; UPDATES FISCAL YEAR 2026 GUIDANCE

Strategic Acquisitions and Steady First Quarter Execution Set the Table for a Strong Year of Performance

RUTLAND, VERMONT (April 30, 2026) — Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, today reported its financial results for the three month period ended March 31, 2026.

Key Highlights:

•Revenues were $457.3 million for the quarter, up $40.2 million, or up 9.6%, from the same period in 2025.

•Solid waste pricing was up 5.1% from the same period in 2025, driven by 5.3% collection price growth and 4.7% disposal price growth.

•Net loss was $(5.5) million for the quarter, as compared to $(4.8) million for the same period in 2025. Adjusted Net Income, a non-GAAP measure, was $12.8 million for the quarter, up $0.6 million, or up 5.2%, from the same period in 2025.

•Adjusted EBITDA, a non-GAAP measure, was $97.1 million for the quarter, up $10.7 million, or up 12.3%, from the same period in 2025.

•Net cash provided by operating activities was $62.3 million for the quarter, up $12.1 million, or up 24.2%, from the same period in 2025.

•Adjusted Free Cash Flow, a non-GAAP measure, was $30.7 million for the quarter, up $1.6 million, from the same period in 2025.

•Acquired four businesses thus far in 2026 with approximately $150 million in aggregate annualized revenues, including $100 million associated with the previously announced acquisition of Star Waste Systems, LLC (“Star Waste”), which closed on April 1, 2026.

•Raised 2026 guidance for revenues, Adjusted EBITDA, and Adjusted Free Cash Flow.

“We are pleased with our strong start to the year as our execution delivered solid financial and operating performance in the quarter,” said Ned Coletta, President and CEO of Casella Waste Systems, Inc. “In addition, we have closed four acquisitions to date in 2026 as we continue to grow the business through our disciplined acquisition strategy. This early success provides momentum for the remainder of the year.”

“Our results were driven in part by our strong pricing programs, with positive landfill pricing of 4.3% in the quarter, including municipal solid waste pricing up 5.0% year-over-year, and total landfill tons also up in the quarter,” Coletta said. “Our floating fuel recovery fees were very effective during the quarter, fully offsetting the rapid rise in fuel costs across our legacy operations. Our operating programs remain focused as we continue to introduce more automation into our collection fleet, optimize routing, and further invest in safety and technology initiatives. From an acquisition integration perspective, our teams continue to make great progress as well and our plans are on track for the year. Overall, our efforts resulted in Adjusted EBITDA margin expansion of 50 basis points year-over-year in the quarter.”

“Our acquired revenues in 2026 have already outpaced last year and the pipeline remains robust,” Coletta said. “The acquisition of Star Waste improves our existing density and directly overlays our operating footprint in New England. We are excited about the opportunities ahead and once again would like to welcome aboard our new employees and customers related to each of our 2026 acquisitions.”

Q1 2026 Results

Revenues were $457.3 million for the quarter, up $40.2 million, or up 9.6%, from the same period in 2025, with revenue growth mainly driven by: the positive impact from acquisitions, including the rollover contribution from deals closed in prior periods; positive collection and disposal price; and strong National Accounts growth in our Resource Solutions operating segment.

Operating income was $4.9 million for the quarter, up $1.7 million, or up 54.5%, from the same period in 2025, reflecting improved operating performance; partially offset by higher depreciation and amortization expense and acquisition expense mainly related to acquisition growth.

Net loss was $(5.5) million for the quarter, as compared to $(4.8) million for the same period in 2025, largely driven by the same factors impacting operating income in addition to higher interest expense, net. Adjusted Net Income was $12.8 million for the quarter, up $0.6 million, or up 5.2%, from the same period in 2025.

Adjusted EBITDA was $97.1 million for the quarter, up $10.7 million, or up 12.3%, from the same period in 2025, driven by both acquisition contribution and organic growth.

Please refer to "Non-GAAP Performance Measures" included in "Unaudited Reconciliation of Certain Non-GAAP Measures" below for additional information and reconciliations of Adjusted Net Income, Adjusted EBITDA and other non-GAAP performance measures to their most directly comparable GAAP measures.

Net cash provided by operating activities was $62.3 million for the quarter, up $12.1 million, or up 24.2%, from the same period in 2025. Adjusted Free Cash Flow was $30.7 million for the quarter, up $1.6 million, from the same period in 2025.

Please refer to "Non-GAAP Liquidity Measures" included in "Unaudited Reconciliation of Certain Non-GAAP Measures" below for additional information and reconciliation of Adjusted Free Cash Flow to its most directly comparable GAAP measure.

Fiscal Year 2026 Outlook

“Given the strong start to the year and early execution against our acquisition growth plan, we are updating our guidance ranges,” Coletta said. “The increase in our guidance ranges for revenue, Adjusted EBITDA and Adjusted Free Cash Flow reflects acquisitions closed to date and our confidence in the base business, and as stated earlier, we are highly confident that our mature fuel recovery fee program will effectively offset increased fuel costs.”

The Company raised guidance for fiscal year ending December 31, 2026 (“fiscal year 2026”) for the following ranges:

•Revenues between $2.060 billion and $2.080 billion (raised from a range of $1.970 billion to $1.990 billion);

•Adjusted EBITDA between $473 million and $483 million (raised from a range of $455 million to $465 million); and

•Adjusted Free Cash Flow between $200 million and $210 million (raised from a range of $195 million to $205 million).

The Company revised guidance for fiscal year 2026 by estimating results in the following range:

•Net income between $4 and $10 million (lowered from a range of $16 million to $22 million).

The Company reaffirmed guidance for fiscal year 2026 by estimating results in the following range:

•Net cash provided by operating activities between $370 million and $380 million.

The guidance ranges do not include the impact of any acquisitions that have not been completed. Adjusted EBITDA and Adjusted Free Cash Flow related to fiscal year 2026 are described in the Unaudited Reconciliation of Fiscal Year 2026 Outlook Non-GAAP Measures section of this press release. Net income and Net cash provided by operating activities are provided as the most directly comparable GAAP measures to Adjusted EBITDA and Adjusted Free Cash Flow, respectively, however these forward-looking estimates for fiscal year 2026 do not contemplate any unanticipated impacts.

Conference Call to Discuss Quarter

The Company will host a conference call to discuss these results on Friday, May 1, 2026 at 10:00 a.m. Eastern Time. Individuals interested in participating in the call should register for the call by clicking here to obtain a dial in number and unique passcode. Alternatively, upon registration, the website linked above provides an option for the conference provider to call the registrant's phone line, enabling participation on the call.

The call will also be webcast; to listen, participants should visit the Company’s website at http://ir.casella.com and follow the appropriate link to the webcast. A replay of the call will be available on the Company's website and accessible using the same link.

About Casella Waste Systems, Inc.

Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides 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 in the eastern United States. For further information, investors may visit the Company’s website at http://www.casella.com.

Safe Harbor Statement

Certain matters discussed in this press release, including, but not limited to, the statements regarding our intentions, beliefs or current expectations concerning, among other things, our financial performance; financial condition; operations and services; prospects; growth; strategies; anticipated impacts from future or completed acquisitions; and guidance for fiscal year 2026, are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,” “may,” “would,” “intend,” “estimate,”, “projects”, “will,” “guidance” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s beliefs and assumptions. The Company cannot guarantee that it will achieve the financial results, plans, intentions, expectations or guidance disclosed in the forward-looking statements made. Such forward-looking statements, and all phases of the Company's operations, involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in its forward-looking statements.

Such risks and uncertainties include or relate to, among other things, the following: the Company may be unable to adequately increase prices or drive operating efficiencies to adequately offset increased costs and inflationary pressures, including increased fuel prices, wages, and tariffs; it is difficult to determine the timing or future impact of a sustained economic slowdown that could negatively affect our operations and financial results; the increasing focus on per - and polyfluoroalkyl substances (“PFAS”) and other emerging contaminants, including the recent designation by the U.S. Environmental Protection Agency of two PFAS chemicals as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act, will likely lead to increased compliance and remediation costs and litigation risks; adverse weather conditions may negatively impact the Company's revenues and its operating margin; the Company may be unable to increase volumes at its landfills or improve its route profitability; the Company may be unable to reduce costs or increase pricing or volumes sufficiently to achieve estimated Adjusted EBITDA and other targets; landfill operations and permit status may be affected by factors outside the Company's control; the Company may be required to incur capital expenditures in excess of its estimates; the Company's insurance coverage and self-insurance reserves may be inadequate to cover all of its risk exposures; fluctuations in energy pricing or the commodity pricing of its recyclables may make it more difficult for the Company to predict its results of operations or meet its estimates; disruptions or limited access to domestic and global transportation or the imposition of tariffs could impact the Company's ability to sell recyclables into end markets; the Company may be unable to achieve its acquisition or development targets on favorable pricing or at all, including due to the failure to satisfy all closing conditions and to receive required regulatory approvals that may prevent closing of any announced transaction; the Company may not be able to successfully integrate and recognize the expected financial benefits from acquired businesses; and the Company may incur environmental charges or asset impairments in the future.

There are a number of other important risks and uncertainties that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These additional risks and uncertainties include, without limitation, those detailed in Item 1A. “Risk Factors” in the Company's most recently filed Form 10-K and in other filings that the Company may make with the Securities and Exchange Commission in the future.

The Company undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Investors:

Jason Mead

Senior Vice President of Finance & Treasurer

(802) 772-2293

Media:

Jeff Weld

Vice President of Communications

(802) 772-2234

http://www.casella.com

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data)

Three Months Ended

March 31,

2026 2025

Revenues $ 457,328 $ 417,101

Operating expenses:

Cost of operations 308,927 280,452

General and administration 58,128 56,486

Depreciation and amortization 77,982 71,491

Expense from acquisition activities 6,509 5,529

Organics facility closure charge 927 —

452,473 413,958

Operating income 4,855 3,143

Other expense (income):

Interest expense, net 13,993 11,598

Other income (314) (320)

Other expense, net 13,679 11,278

Loss before income taxes (8,824) (8,135)

Benefit for income taxes (3,285) (3,325)

Net loss $ (5,539) $ (4,810)

Basic and diluted weighted average common shares outstanding

63,544 63,387

Basic and diluted loss per common share

$ (0.09) $ (0.08)

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

March 31,

2026 December 31,

2025

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 126,903 $ 123,773

Accounts receivable, net of allowance for credit losses 175,397 178,068

Other current assets 57,396 67,440

Total current assets 359,696 369,281

Property and equipment, net of accumulated depreciation and amortization

1,304,744 1,289,409

Operating lease right-of-use assets 104,246 105,252

Goodwill 1,194,100 1,120,056

Intangible assets, net of accumulated amortization 272,479 290,855

Restricted cash and assets

2,951 96,265

Other non-current assets 32,233 32,208

Total assets $ 3,270,449 $ 3,303,326

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Current maturities of debt $ 24,588 $ 25,735

Current operating lease liabilities 11,739 11,952

Accounts payable 89,972 102,468

Contract liabilities

45,706 45,153

Current accrued final capping, closure and post-closure costs 7,435 7,562

Other accrued liabilities 80,548 101,032

Total current liabilities 259,988 293,902

Debt, less current portion 1,126,755 1,128,927

Operating lease liabilities, less current portion 73,701 72,513

Accrued final capping, closure and post-closure costs, less current portion 191,395 185,160

Other long-term liabilities 50,318 54,115

Total stockholders' equity 1,568,292 1,568,709

Total liabilities and stockholders' equity $ 3,270,449 $ 3,303,326

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Three Months Ended

March 31,

2026 2025

Cash Flows from Operating Activities:

Net loss

$ (5,539) $ (4,810)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 77,982 71,491

Interest accretion on landfill and environmental remediation liabilities 3,999 3,711

Amortization of debt issuance costs

746 754

Stock-based compensation 2,866 4,911

Operating lease right-of-use assets expense 5,615 4,729

Other items and charges, net

(236) 243

Deferred income taxes (3,226) (3,328)

Changes in assets and liabilities, net of effects of acquisitions and divestitures (19,954) (27,578)

Net cash provided by operating activities 62,253 50,123

Cash Flows from Investing Activities:

Acquisitions, net of cash acquired (94,561) (103,560)

Additions to property and equipment

(49,979) (55,475)

Proceeds from sale of property and equipment 361 216

Net cash used in investing activities (144,179) (158,819)

Cash Flows from Financing Activities:

Proceeds from debt borrowings — 25,000

Principal payments on debt (8,030) (28,984)

Payments of debt issuance costs — (724)

Net cash used in financing activities

(8,030) (4,708)

Net decrease in cash, cash equivalents and restricted cash, including non-current (89,956) (113,404)

Cash, cash equivalents and restricted cash, including non-current, beginning of period

216,859 383,303

Cash, cash equivalents and restricted cash - non-current, end of period

$ 126,903 $ 269,899

Supplemental Disclosure of Cash Flow Information:

Cash interest payments $ 13,672 $ 13,085

Cash income tax (refunds) payments, net $ (2,057) $ 752

Right-of-use assets obtained in exchange for finance lease obligations $ 4,481 $ 6,989

Right-of-use assets obtained in exchange for operating lease obligations $ 2,830 $ 11,390

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF CERTAIN NON-GAAP MEASURES

(In thousands)

Non-GAAP Performance Measures

In addition to disclosing financial results prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), the Company also presents non-GAAP performance measures such as Adjusted EBITDA, Adjusted EBITDA as a percentage of revenues, Adjusted Operating Income, Adjusted Operating Income as a percentage of revenues, Adjusted Net Income and Adjusted Diluted Earnings Per Common Share that provide an understanding of operational performance because it considers them important supplemental measures of the Company's performance that are frequently used by securities analysts, investors and other interested parties in the evaluation of the Company's results. The Company also believes that identifying the impact of certain items as adjustments provides more transparency and comparability across periods. Management uses these non-GAAP performance measures to further understand its “core operating performance” and believes its “core operating performance” is helpful in understanding its ongoing performance in the ordinary course of operations. The Company believes that providing such non-GAAP performance measures to investors, in addition to corresponding income statement measures, affords investors the benefit of viewing the Company’s performance using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and its results of operations has performed. The tables below set forth such performance measures on an adjusted basis to exclude such items:

Three Months Ended

March 31,

2026 2025

Net loss

$ (5,539) $ (4,810)

Net loss as a percentage of revenues

(1.2) % (1.2) %

Benefit for income taxes

(3,285) (3,325)

Other income (314) (320)

Interest expense, net 13,993 11,598

Depreciation and landfill amortization 59,606 52,025

Amortization of intangibles (i) 18,376 19,466

Expense from acquisition activities (ii) 6,509 5,529

Organics facility closure charge, net (iii)

769 —

Depletion of landfill operating lease obligations 2,958 2,539

Interest accretion on landfill and environmental remediation liabilities 3,999 3,711

Adjusted EBITDA $ 97,072 $ 86,413

Adjusted EBITDA as a percentage of revenues 21.2 % 20.7 %

Depreciation and landfill amortization (59,606) (52,025)

Depletion of landfill operating lease obligations (2,958) (2,539)

Interest accretion on landfill and environmental remediation liabilities (3,999) (3,711)

Adjusted Operating Income $ 30,509 $ 28,138

Adjusted Operating Income as a percentage of revenues 6.7 % 6.7 %

Three Months Ended

March 31,

2026 2025

Net loss

$ (5,539) $ (4,810)

Amortization of intangibles (i) 18,376 19,466

Expense from acquisition activities (ii) 6,509 5,529

Organics facility closure charge, net (iii)

769 —

Tax effect (iv)

(7,289) (7,990)

Adjusted Net Income

$ 12,826 $ 12,195

Basic weighted average common shares outstanding

63,544 63,387

Dilutive effect of options and other stock awards 93 100

Adjusted Diluted Weighted Average Common Shares Outstanding

63,637 63,487

Basic loss per common share

$ (0.09) $ (0.08)

Amortization of intangibles (i) 0.29 0.31

Expense from acquisition activities (ii) 0.10 0.09

Organics facility closure charge, net (iii)

0.01 —

Tax effect (iv)

(0.11) (0.13)

Adjusted Diluted Earnings Per Common Share

$ 0.20 $ 0.19

(i)Amortization of intangibles is the add-back of non-cash amortization of acquired intangibles such as covenants not-to-compete, customer relationships and trade names.

(ii)Expense from acquisition activities is comprised primarily of legal, consulting, rebranding, information technology and other costs associated with the due diligence, acquisition and integration of acquired businesses.

(iii)Organics facility closure charge, net are net expenses related to us ceasing operations at an organic residuals composting facility that we own in Maine related to a change in state law prohibiting land application of biosolids based recycled products. The charge consists of costs incurred, net of revenues, related to ceasing operations at the site, which we expect to continue to occur through final closure of the site.

(iv)Tax effect of the adjustments is an aggregate of the current and deferred tax impact of each adjustment, including the impact to the effective tax rate, current provision and deferred provision. The computation considers all relevant impacts of the adjustments, including available net operating loss carryforwards and the impact on the remaining valuation allowance.

Non-GAAP Liquidity Measures

In addition to disclosing financial results prepared in accordance with GAAP, the Company also presents non-GAAP liquidity measures, such as Adjusted Free Cash Flow, that provide an understanding of the Company's liquidity because it considers them important supplemental measures of its liquidity that are frequently used by securities analysts, investors and other interested parties in the evaluation of the Company's cash flow generation from its core operations that are then available to be deployed for strategic acquisitions, growth investments, development projects, unusual landfill closures, site improvement and remediation, and strengthening the Company’s balance sheet through paying down debt. The Company also believes that showing the impact of certain items as adjustments provides more transparency and comparability across periods. Management uses non-GAAP liquidity measures to understand the Company’s cash flow provided by operating activities after certain expenditures along with its consolidated net leverage and believes that these measures demonstrate the Company’s ability to execute on its strategic initiatives. The Company believes that providing such non-GAAP liquidity measures to investors, in addition to corresponding cash flow statement measures, affords investors the benefit of viewing the Company’s liquidity using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and cash flow generation has performed. The table below, on an adjusted basis to exclude certain items, sets forth such liquidity measures:

Three Months Ended

March 31,

2026 2025

Net cash provided by operating activities $ 62,253 $ 50,123

Capital expenditures (49,979) (55,475)

Proceeds from sale of property and equipment 361 216

Acquisition capital expenditures (i)

9,241 27,869

Cash outlays for acquisition expenses (ii) 6,993 6,326

McKean Landfill rail capital expenditures (iii)

1,583 —

Cash outlays for organics facility closure, net (iv)

201 —

Adjusted Free Cash Flow $ 30,653 $ 29,059

(i)Acquisition capital expenditures are acquisition-related capital expenditures that are necessary to transition and upgrade acquired assets to Company operating standards and to achieve strategic synergies associated with integrating newly acquired operations, which can be considered, together with acquisition purchase price, as part of the initial overall investment in an acquired business.

(ii)Cash outlays for acquisition expenses are cash outlays for transaction and integration costs relating to specific acquisition transactions and include legal, consulting, rebranding, information technology and other costs as part of the Company’s strategic growth initiative.

(iii)McKean Landfill rail capital expenditures are long-term infrastructure capital expenditures related to rail side development at the Company's landfill in Mount Jewett, PA ("McKean Landfill"), which is different from the landfill construction investments in the normal course of operations.

(iv)Cash outlays for organics facility closure, net are net cash outlays related to us ceasing operations at an organic residuals composting facility that we own in Maine related to a change in state law prohibiting land application of biosolids based recycled products. We expect to incur cash outlays through satisfaction of the closure requirements and the soil remediation process.

Non-GAAP financial measures are not in accordance with or an alternative for GAAP. Adjusted EBITDA, Adjusted EBITDA as a percentage of revenues, Adjusted Operating Income, Adjusted Operating Income as a percentage of revenues, Adjusted Net Income, Adjusted Diluted Earnings Per Common Share, and Adjusted Free Cash Flow should not be considered in isolation from or as a substitute for financial information presented in accordance with GAAP, and may be different from Adjusted EBITDA, Adjusted EBITDA as a percentage of revenues, Adjusted Operating Income, Adjusted Operating Income as a percentage of revenues, Adjusted Net Income, Adjusted Diluted Weighted Average Common Shares Outstanding, Adjusted Diluted Earnings Per Common Share, and Adjusted Free Cash Flow presented by other companies.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF FISCAL YEAR 2026 OUTLOOK NON-GAAP MEASURES

(In thousands)

Following is a reconciliation of the Company's estimated Adjusted EBITDA(i) from estimated Net income for fiscal year 2026:

(Estimated)

Twelve Months Ending

December 31, 2026

Net income

$4,000 - $10,000

Provision for income taxes

5,000 - 9,000

Other income (2,000)

Interest expense, net 67,000

Expense from acquisition activities 20,000

Depreciation and landfill amortization 267,000

Amortization of intangibles 80,000

Depletion of landfill operating lease obligations 14,000

Interest accretion on landfill and environmental remediation liabilities 15,000

Organics facility closure charge, net

3,000

Adjusted EBITDA

$473,000 - $483,000

Following is a reconciliation of the Company's estimated Adjusted Free Cash Flow(i) from estimated Net cash provided by operating activities for fiscal year 2026:

(Estimated)

Twelve Months Ending

December 31, 2026

Net cash provided by operating activities

$370,000 - $380,000

Capital expenditures (275,000)

Acquisition capital expenditures 80,000

Cash outlays for acquisition expenses 20,000

McKean Landfill rail capital expenditures

2,000

Cash outlays for organics facility closure, net

3,000

Adjusted Free Cash Flow

$200,000 - $210,000

(i)See footnotes for Non-GAAP Performance Measures and Non-GAAP Liquidity Measures included in the Unaudited Reconciliation of Certain Non-GAAP Measures for further disclosure over the nature of the various adjustments to estimated Adjusted EBITDA and estimated Adjusted Free Cash Flow.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED SUPPLEMENTAL DATA TABLES

(In thousands)

Amounts of total revenues attributable to services provided for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

2026 2025

Gross

Revenues Intercompany

Revenues Third-Party

Revenues

Gross

Revenues (i)

Intercompany

Revenues (i)

Third-Party

Revenues

Collection $ 334,820 $ (25,168) $ 309,652 $ 296,015 $ (19,554) $ 276,461

Landfill

48,000 (26,522) 21,478 45,660 (24,743) 20,917

Transfer station

65,866 (37,833) 28,033 60,682 (33,114) 27,568

Transportation

8,222 (3,575) 4,647 8,768 (3,554) 5,214

Landfill gas-to-energy

2,935 — 2,935 2,765 — 2,765

Processing 2,730 (946) 1,784 2,842 (863) 1,979

Solid waste

462,573 (94,044) 368,529 416,732 (81,828) 334,904

Processing (ii)

48,964 (5,649) 43,315 47,724 (3,208) 44,516

National Accounts (ii)

45,633 (149) 45,484 37,949 (268) 37,681

Resource Solutions

94,597 (5,798) 88,799 85,673 (3,476) 82,197

Total revenues $ 557,170 $ (99,842) $ 457,328 $ 502,405 $ (85,304) $ 417,101

(i)Prior period amounts have been updated to correct an immaterial error by reclassifying certain intercompany amounts from contra-revenue to costs of operations.

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

Components of consolidated revenues growth for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 are as follows:

Amount % of

Business

Solid waste operations:

Collection $ 14,672 5.3 %

Disposal:

Landfill

890 4.3 %

Transfer Station

1,400 5.1 %

Total Disposal 2,290 4.7 %

Other (i)

1 — %

Solid waste price 16,963 5.1 %

Collection (5,824) (2.1) %

Disposal:

Landfill

(328) (1.6) %

Transfer Station

(1,513) (5.5) %

Total Disposal (1,841) (3.8) %

Other (i)

(821) (8.2) %

Solid waste volume (8,486) (2.5) %

Intercompany transfers to National Accounts

(1,551)

Surcharges and other fees 3,198

Commodity price and volume 154

Acquisitions 23,347 7.0 %

Total solid waste operations 33,625 10.0 %

Resource Solutions operations:

Processing

(2,667) (6.0) %

National Accounts

1,660 4.4 %

Resource Solutions price

(1,007) (1.2) %

Processing

2,687 6.0 %

National Accounts

4,216 11.2 %

Resource Solutions volume

6,903 8.4 %

Intercompany transfers from solid waste

1,551

Surcharges and other fees 377

Facility closure

(1,816)

Acquisitions 594 0.7 %

Total Resource Solutions operations 6,602 8.0 %

Total Company $ 40,227 9.6 %

(i)Includes transportation, landfill gas-to-energy and processing services for solid waste.

Components of capital expenditures(i) for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended

March 31,

2026 2025

Growth capital expenditures:

Acquisition capital expenditures

$ 9,732 $ 25,342

McKean Landfill rail capital expenditures 1,583 —

Other 4,925 2,092

Growth capital expenditures 16,240 27,434

Replacement capital expenditures:

Landfill development 1,942 2,140

Vehicles, machinery, equipment and containers 26,988 21,202

Facilities 2,511 2,943

Other 2,298 1,756

Replacement capital expenditures 33,739 28,041

Capital expenditures $ 49,979 $ 55,475

(i)The Company's capital expenditures are broadly defined as pertaining to either growth or replacement activities. Growth capital expenditures are defined as costs related to development projects, organic business growth, and the integration of newly acquired operations. Growth capital expenditures include costs related to the following: 1) acquisition capital expenditures that are necessary to transition and upgrade acquired assets to Company operating standards and to achieve strategic synergies associated with integrating newly acquired operations, which can be considered, together with acquisition purchase price, as part of the initial overall investment in an acquired business; 2) McKean Landfill rail capital expenditures, which is unique and different from landfill construction investments in the normal course of operations because the Company is investing in long-term infrastructure; and 3) development of landfill permit expansions, investment in infrastructure to increase throughput at transfer stations and recycling and other processing facilities, capital expenditures for new equipment, such as trucks, containers or compactors, to support new contracts or other organic business growth, and other development projects in support of our growth strategies. Replacement capital expenditures are defined as landfill cell construction costs not related to expansion airspace, costs for normal permit renewals, replacement costs for equipment and other capital expenditures due to age or obsolescence, and capital items not otherwise defined as growth capital expenditures.

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