Form 8-K

8-K — CASELLA WASTE SYSTEMS INC

Accession: 0000911177-26-000041

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000911177

SIC: 4953 (REFUSE SYSTEMS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cwst-20260806.htm (Primary)

EX-99.1 (cwst-ex991063026.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cwst-20260806.htm · Sequence: 1

cwst-20260806

0000911177false00009111772026-08-062026-08-06

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): August 6, 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 August 6, 2026, Casella Waste Systems, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 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 August 6, 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: August 6, 2026 By: /s/ Bradford J. Helgeson

Bradford J. Helgeson

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: cwst-ex991063026.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

CASELLA WASTE SYSTEMS, INC. ANNOUNCES SECOND QUARTER 2026 RESULTS

RUTLAND, VERMONT (August 6, 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 and six month periods ended June 30, 2026.

Key Highlights:

•Revenues were $543.7 million for the quarter, up $78.4 million, or up 16.9%, from the same period in 2025.

•Solid waste pricing for the quarter was up 5.5% from the same period in 2025, driven by 5.8% collection price growth and 4.7% disposal price growth.

•Net income was $3.8 million for the quarter, as compared to $5.2 million for the same period in 2025. Adjusted Net Income, a non-GAAP measure, was $25.3 million for the quarter, up $1.1 million, or up 4.6%, from the same period in 2025.

•Adjusted EBITDA, a non-GAAP measure, was $123.2 million for the quarter, up $13.7 million, or up 12.5%, from the same period in 2025.

•Net cash provided by operating activities was $161.0 million for the year-to-date period, up $21.4 million, or up 15.3%, from the same period in 2025.

•Adjusted Free Cash Flow, a non-GAAP measure, was $78.1 million for the year-to-date period, up $7.3 million, or up 10.3%, from the same period in 2025.

•Acquired five businesses thus far in 2026 with approximately $165 million in aggregate annualized revenues.

“We delivered another quarter of solid financial and operating performance as our teams continued to execute at a high level across the business,” said Ned Coletta, President and CEO of Casella Waste Systems, Inc. “Our disciplined operating approach, strong pricing execution, healthy landfill volumes, and continued acquisition activity drove positive results during the quarter. The momentum we have built through the first half of the year, together with the strength of our operating platform, reinforces our confidence in our strategy and execution for the remainder of the year.”

“Our core business continued to perform well during the quarter,” Coletta said. “Solid waste pricing remained strong, including disposal pricing of 4.7%, with municipal solid waste and construction & demolition pricing growth of 4.5% at the landfills. As we advanced pricing, landfill volumes also increased year-over-year with the growth related to both third party-sales and internalization efforts.”

“Notably, as fuel prices rapidly increased this year and remained elevated through the second quarter, our floating fuel recovery fees offset this higher cost, although resulting in a headwind to Adjusted EBITDA margins of 40 basis points. At the same time, our teams remained focused on driving results through our key operating programs as well as acquisition integration, including continued progress within our Mid-Atlantic region, where we have completed our systems integration work, initiated various route optimization initiatives, and look to further execute against our plan in the second half of the year.”

“Our acquisition pipeline remains very strong,” Coletta said. “We have closed on five acquisitions so far this year with total annualized revenues of approximately $165 million, and I would like to again welcome our new team members and customers.”

Q2 2026 Results

Revenues were $543.7 million for the quarter, up $78.4 million, or up 16.9%, 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; an increase in landfill volumes; and strong National Accounts growth in our Resource Solutions operating segment.

Operating income was $20.0 million for the quarter, up $0.7 million, or up 3.6%, from the same period in 2025, reflecting improved operating performance; partially offset by higher depreciation and amortization expense mainly related to acquisition growth.

Net income was $3.8 million for the quarter, down $(1.4) million, or down (27.6)%, as compared to $5.2 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 $25.3 million for the quarter, up $1.1 million, or up 4.6%, from the same period in 2025.

Adjusted EBITDA was $123.2 million for the quarter, up $13.7 million, or up 12.5%, 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 generally accepted accounting principles (“GAAP”) measures.

Net cash provided by operating activities was $161.0 million for the six months ended June 30, 2026, up $21.4 million from the same period in 2025. Adjusted Free Cash Flow was $78.1 million for the six months ended June 30, 2026, up $7.3 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

“We are increasing our revenue guidance reflecting our acquisition activity and expectation of higher floating fuel recovery fees associated with offsetting elevated fuel costs,” Coletta said. “The business is performing in line with plan and our outlook for the year has not materially changed.”

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

•Revenues between $2.090 billion and $2.110 billion (raised from a range of $2.060 billion to $2.080 billion); and

•Net income between $0 and $6 million (lowered from a range of $4 million to $10 million).

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

•Adjusted EBITDA between $473 million and $483 million;

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

•Adjusted Free Cash Flow between $200 million and $210 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, August 7, 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:

Henry Baby, CFA

Vice President of Investor Relations & Finance

(802) 417-3841

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

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenues $ 543,748 $ 465,334 $ 1,001,076 $ 882,435

Operating expenses:

Cost of operations 364,949 308,070 673,874 588,521

General and administration 63,168 54,523 121,296 111,009

Depreciation and amortization 88,498 77,006 166,481 148,497

Expense from acquisition activities 6,081 6,463 12,590 11,992

Organics facility closure charge 1,088 — 2,016 —

523,784 446,062 976,257 860,019

Operating income 19,964 19,272 24,819 22,416

Other expense (income):

Interest expense, net 17,421 13,000 31,414 24,598

Other income (822) (615) (1,136) (933)

Other expense, net 16,599 12,385 30,278 23,665

Income (loss) before income taxes 3,365 6,887 (5,459) (1,249)

(Benefit) provision for income taxes (405) 1,679 (3,690) (1,647)

Net income (loss) $ 3,770 $ 5,208 $ (1,769) $ 398

Basic weighted average common shares outstanding 63,613 63,461 63,579 63,424

Basic earnings (loss) per common share $ 0.06 $ 0.08 $ (0.03) $ 0.01

Diluted weighted average common shares outstanding 63,685 63,563 63,579 63,524

Diluted earnings (loss) per common share $ 0.06 $ 0.08 $ (0.03) $ 0.01

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

June 30,

2026 December 31,

2025

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 25,541 $ 123,773

Accounts receivable, net of allowance for credit losses 220,366 178,068

Other current assets 68,685 67,440

Total current assets 314,592 369,281

Property and equipment, net of accumulated depreciation and amortization

1,381,271 1,289,409

Operating lease right-of-use assets 111,528 105,252

Goodwill 1,372,773 1,120,056

Intangible assets, net of accumulated amortization 341,589 290,855

Restricted cash and assets

3,132 96,265

Other non-current assets 32,631 32,208

Total assets $ 3,557,516 $ 3,303,326

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Current maturities of debt $ 25,580 $ 25,735

Current operating lease liabilities 12,304 11,952

Accounts payable 126,550 102,468

Contract liabilities

43,880 45,153

Current accrued final capping, closure and post-closure costs 6,482 7,562

Other accrued liabilities 102,163 101,032

Total current liabilities 316,959 293,902

Debt, less current portion 1,325,132 1,128,927

Operating lease liabilities, less current portion 81,988 72,513

Accrued final capping, closure and post-closure costs, less current portion 198,481 185,160

Other long-term liabilities 54,932 54,115

Total stockholders' equity 1,580,024 1,568,709

Total liabilities and stockholders' equity $ 3,557,516 $ 3,303,326

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Six Months Ended

June 30,

2026 2025

Cash Flows from Operating Activities:

Net (loss) income $ (1,769) $ 398

Adjustments to reconcile Adjustments to reconcile net (loss) income to net cash provided by operating activities::

Depreciation and amortization 166,481 148,497

Interest accretion on landfill and environmental remediation liabilities 8,021 7,426

Amortization of debt issuance costs

1,492 1,519

Stock-based compensation 6,883 7,777

Operating lease right-of-use assets expense 12,453 10,392

Other items and charges, net

158 1,124

Deferred income taxes (9,485) (148)

Changes in assets and liabilities, net of effects of acquisitions and divestitures (23,208) (37,337)

Net cash provided by operating activities 161,026 139,648

Cash Flows from Investing Activities:

Acquisitions, net of cash acquired (400,816) (175,018)

Additions to property and equipment

(122,288) (121,878)

Proceeds from sale of property and equipment 640 503

Net cash used in investing activities (522,464) (296,393)

Cash Flows from Financing Activities:

Proceeds from debt borrowings 248,950 25,000

Principal payments on debt (78,364) (32,984)

Payments of debt issuance costs (466) (802)

Net cash provided by (used in) financing activities 170,120 (8,786)

Net decrease in cash, cash equivalents and restricted cash, including non-current (191,318) (165,531)

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

216,859 383,303

Cash, cash equivalents and restricted cash, including non-current, end of period $ 25,541 $ 217,772

Supplemental Disclosure of Cash Flow Information:

Cash interest payments $ 31,405 $ 28,575

Cash income tax (refunds) payments, net $ (2,416) $ 164

Supplemental Disclosure of Non-Cash Activities:

Right-of-use assets obtained in exchange for finance lease obligations $ 24,954 $ 17,340

Right-of-use assets obtained in exchange for operating lease obligations $ 14,851 $ 22,033

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 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

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Net income (loss) $ 3,770 $ 5,208 $ (1,769) $ 398

Net income (loss) as a percentage of revenues 0.7 % 1.1 % (0.2) % — %

(Benefit) provision for income taxes (405) 1,679 (3,690) (1,647)

Other income (822) (615) (1,136) (933)

Interest expense, net 17,421 13,000 31,414 24,598

Depreciation and landfill amortization 66,468 57,889 126,075 109,914

Amortization of intangibles (i) 22,030 19,117 40,406 38,583

Expense from acquisition activities (ii) 6,081 6,463 12,590 11,992

Organics facility closure charge, net (iii)

927 — 1,697 —

Depletion of landfill operating lease obligations 3,746 3,050 6,704 5,589

Interest accretion on landfill and environmental remediation liabilities 4,022 3,715 8,021 7,426

Adjusted EBITDA $ 123,238 $ 109,506 $ 220,312 $ 195,920

Adjusted EBITDA as a percentage of revenues 22.7 % 23.5 % 22.0 % 22.2 %

Depreciation and landfill amortization (66,468) (57,889) (126,075) (109,914)

Depletion of landfill operating lease obligations (3,746) (3,050) (6,704) (5,589)

Interest accretion on landfill and environmental remediation liabilities (4,022) (3,715) (8,021) (7,426)

Adjusted Operating Income $ 49,002 $ 44,852 $ 79,512 $ 72,991

Adjusted Operating Income as a percentage of revenues 9.0 % 9.6 % 7.9 % 8.3 %

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Net income (loss) $ 3,770 $ 5,208 $ (1,769) $ 398

Amortization of intangibles (i) 22,030 19,117 40,406 38,583

Expense from acquisition activities (ii) 6,081 6,463 12,590 11,992

Organics facility closure charge, net (iii)

927 — 1,697 —

Tax effect (iv)

(7,550) (6,651) (14,220) (13,150)

Adjusted Net Income

$ 25,258 $ 24,137 $ 38,704 $ 37,823

Diluted weighted average common shares outstanding 63,685 63,563 63,579 63,524

Dilutive effect of options and other stock awards — — 82 —

Adjusted Diluted Weighted Average Common Shares Outstanding

63,685 63,563 63,661 63,524

Diluted earnings (loss) per common share $ 0.06 $ 0.08 $ (0.03) $ 0.01

Amortization of intangibles (i) 0.35 0.30 0.64 0.61

Expense from acquisition activities (ii) 0.10 0.10 0.20 0.19

Organics facility closure charge, net (iii)

0.01 — 0.03 —

Tax effect (iv)

(0.12) (0.10) (0.23) (0.21)

Adjusted Diluted Earnings Per Common Share

$ 0.40 $ 0.38 $ 0.61 $ 0.60

(i)Amortization of intangibles is the add-back of non-cash amortization of acquired intangibles, including 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 represents the aggregate marginal tax impact of each adjustment calculated using an estimated average statutory rate. Tax effect presented for the periods ending June 30, 2025 have been updated to conform with the current period methodology.

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

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Net cash provided by operating activities $ 98,773 $ 89,525 $ 161,026 $ 139,648

Capital expenditures (72,309) (66,403) (122,288) (121,878)

Proceeds from sale of property and equipment 279 287 640 503

Acquisition capital expenditures (i)

11,369 12,117 20,610 39,986

Cash outlays for acquisition expenses (ii) 5,768 5,442 12,761 11,768

McKean Landfill rail capital expenditures (iii)

2,893 800 4,476 800

Cash outlays for organics facility closure, net (iv)

692 — 893 —

Adjusted Free Cash Flow $ 47,465 $ 41,768 $ 78,118 $ 70,827

(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 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 $0 - $6,000

Provision for income taxes 7,000 - 11,000

Other income (2,000)

Interest expense, net 67,000

Expense from acquisition activities 20,000

Depreciation and landfill amortization 267,000

Amortization of intangibles 82,000

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)

Proceeds from sale of property and equipment 1,000

Acquisition capital expenditures 76,000

Cash outlays for acquisition expenses 20,000

McKean Landfill rail capital expenditures 5,000

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 June 30, 2026 and 2025 are as follows:

Three Months Ended June 30,

2026 2025

Gross

Revenues Intercompany

Revenues Third-Party

Revenues

Gross

Revenues (i)

Intercompany

Revenues (i)

Third-Party

Revenues

Collection $ 382,805 $ (27,774) $ 355,031 $ 319,261 $ (21,356) $ 297,905

Landfill

62,381 (33,087) 29,294 56,924 (30,869) 26,055

Transfer station

96,409 (48,555) 47,854 79,060 (39,681) 39,379

Transportation

10,175 (4,240) 5,935 10,204 (4,059) 6,145

Landfill gas-to-energy

1,427 — 1,427 1,556 — 1,556

Processing 3,616 (970) 2,646 3,515 (931) 2,584

Solid waste

556,813 (114,626) 442,187 470,520 (96,896) 373,624

Processing (ii)

58,604 (5,714) 52,890 54,039 (3,884) 50,155

National Accounts (ii)

48,862 (191) 48,671 41,801 (246) 41,555

Resource Solutions

107,466 (5,905) 101,561 95,840 (4,130) 91,710

Total revenues $ 664,279 $ (120,531) $ 543,748 $ 566,360 $ (101,026) $ 465,334

(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. Amounts disclosed for the three months ended June 30, 2025 have been updated to conform to the current period presentation.

Components of consolidated revenues growth for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 are as follows:

Amount % of

Business

Solid waste operations:

Collection $ 17,377 5.8 %

Disposal:

Landfill

1,035 4.0 %

Transfer Station

2,026 5.1 %

Total Disposal 3,061 4.7 %

Other (i)

1 — %

Solid waste price 20,439 5.5 %

Collection (4,174) (1.4) %

Disposal:

Landfill

2,203 8.5 %

Transfer Station

211 0.5 %

Total Disposal 2,414 3.7 %

Other (i)

(485) (4.7) %

Solid waste volume (2,245) (0.6) %

Intercompany transfers to National Accounts

(1,385)

Surcharges and other fees 10,324

Commodity price and volume (255)

Acquisitions 41,685 11.2 %

Total solid waste operations 68,563 18.4 %

Resource Solutions operations:

Processing

2,237 4.5 %

National Accounts

1,791 4.3 %

Resource Solutions price

4,029 4.4 %

Processing

(2,218) (4.4) %

National Accounts

2,658 6.4 %

Resource Solutions volume

440 0.5 %

Intercompany transfers from solid waste

1,385

Surcharges and other fees 1,309

Facility closure

(1,851)

Acquisitions 4,539 4.9 %

Total Resource Solutions operations 9,851 10.7 %

Total Company $ 78,414 16.9 %

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

Components of capital expenditures(i) for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Growth capital expenditures:

Acquisition capital expenditures

$ 13,150 $ 13,317 $ 22,882 $ 38,659

McKean Landfill rail capital expenditures 2,893 800 4,476 800

Other 8,114 5,981 13,039 8,073

Growth capital expenditures 24,157 20,098 40,397 47,532

Replacement capital expenditures:

Landfill development 14,574 5,122 16,516 7,262

Vehicles, machinery, equipment and containers 25,068 28,970 52,056 50,172

Facilities 5,136 9,735 7,647 12,678

Other 3,374 2,478 5,672 4,234

Replacement capital expenditures 48,152 46,305 81,891 74,346

Capital expenditures $ 72,309 $ 66,403 $ 122,288 $ 121,878

(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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