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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): October 28, 2026
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Massachusetts | | 001-34223 | | 04-2997780 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | | |
| 42 Longwater Drive | Norwell | MA | | | | 02061-9149 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (781) 792-5000
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:
☐ 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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | CLH | | New York Stock Exchange |
Item 2.02 Results of Operations and Financial Condition
On October 28, 2026, Clean Harbors, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the third quarter ended September 30, 2026. A copy of that press release is furnished with this report as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
On October 28, 2026, the Company issued a press release announcing an executive leadership transition. A copy of the press release is furnished as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being furnished herewith:
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | Press Release of the Company dated October 28, 2026 Announcing Results of Operations for the third quarter ended September 30, 2026 |
| | |
| 99.2 | | Press Release of the Company dated October 28, 2026 Announcing Executive Leadership Transition |
| | |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| Clean Harbors, Inc. |
| (Registrant) |
| |
| |
| October 28, 2026 | /s/ Eric J. Dugas |
| Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
Press Release
Clean Harbors Announces Third-Quarter 2026 Financial Results
•Delivers 21% Growth in Revenues to a Record $1.87 Billion, Driven by Both Operating Segments
•Generates 75% Increase in Q3 Net Income to $208.1 Million, or EPS of $3.93
•Achieves 42% Growth in Q3 Adjusted EBITDA to $456.1 Million; Expands Adjusted EBITDA Margin YoY by 370 Basis Points to 24.4%
•Raises 2026 Guidance for Both Adjusted EBITDA and Adjusted Free Cash Flow
•Announces Executive Transition – Eric Gerstenberg to Become Sole CEO on January 1; Mike Battles to Retire as Co-CEO and Board Member at Year-End (See Separate News Release Issued Today)
NORWELL, Mass. – October 28, 2026 – Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE: CLH), the leading provider of environmental and industrial services throughout North America, today announced financial results for the third quarter ended September 30, 2026.
“Our third-quarter results reflect the strength of our market position and robust demand for our environmental services and sustainable products,” said Eric Gerstenberg, Co-Chief Executive Officer. “Revenues increased 21% and Adjusted EBITDA grew 42% year-over-year, resulting in a record Adjusted EBITDA margin of 24.4%. Environmental Services (ES) delivered better-than-expected results, supported by a sizeable emergency response event, growth in PFAS-related work, strong waste volumes and pricing initiatives designed to offset inflation and higher fuel costs. Safety-Kleen Sustainability Solutions (SKSS) also generated significant profitability, as market pricing for our re-refined products remained high amid global shortages. Together, these results drove record adjusted free cash flow of $323 million. At the same time, we continued to execute safely, with our year-to-date Total Recordable Incident Rate of 0.49 on track to match the best performance in our history.”
Third-Quarter 2026 Results
Revenues increased 21% to $1.87 billion, compared with $1.55 billion in the same period of 2025. Income from operations rose 65% to $318.1 million, compared with $193.0 million in the third quarter of 2025.
Net income increased 75% to $208.1 million, or $3.93 per diluted share, compared with $118.8 million, or $2.21 per diluted share, for the same period in 2025.
Adjusted EBITDA (see description and reconciliation below) increased 42% to $456.1 million from $320.2 million for the same period in 2025.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Third-Quarter 2026 Segment Review
“Our ES segment generated an Adjusted EBITDA margin of 27.4%, marking its 18th consecutive quarter of year-over-year margin expansion,” said Gerstenberg. “Our Field Services business was the largest contributor with revenue growth of more than 70%. This was driven by considerable emergency response activity, including one substantial event that generated approximately $120 million of revenue at emergency response rates, given the scale and expedited timeframe of the work. Revenue in Technical Services rose 3% with incineration utilization of 87%. Underlying disposal and recycling demand remained healthy, with deferred revenue increasing 20% due to our backlog of waste and growing sales pipeline. Safety-Kleen Environmental Services revenue rose 11%, supported by pricing and continued momentum in its core offerings. Industrial Services posted modest growth despite ongoing softness in refinery turnaround activity. Overall, ES delivered another exceptional quarter, underscoring the broad-based demand trends we have seen throughout 2026.”
“SKSS segment revenue increased 46% in Q3 and Adjusted EBITDA was 209% higher, with segment margin more than doubling from the year-ago period,” said Mike Battles, Co-Chief Executive Officer. “This segment continues to benefit from market dynamics, with global supply disruptions supporting higher prices for refined products, including base oil and lubricants. We also continued to improve our mix and profitability, increasing Group III production by approximately 20% from a year ago and selling more direct blended gallons. Importantly, we also maintained discipline around feedstock costs, collecting 62 million gallons of waste oil while maintaining an average charge-for-oil position. The combination of strategic execution and favorable market conditions drove the highest quarterly revenue and profitability in SKSS history.”
Business Outlook
“We continue to pursue our growth strategy through a combination of acquisitions and organic growth investments,” Gerstenberg said. “The successful completion of the ES&H and EnviroServe acquisitions brings our total to five transactions this year, expanding our capabilities and supporting long-term profitable growth. At the same time, we are investing in areas where we see the potential for compelling returns. That includes a $55 million investment in a Los Angeles site that will expand our Hub concept to the West Coast. These initiatives reflect our focus on deploying capital into markets where we see meaningful opportunities to grow.”
“We expect to enter 2027 with momentum across both operating segments,” Battles concluded. “Within Environmental Services, collection volumes into our disposal and recycling network remain strong, supported by improving U.S. manufacturing activity and continued reshoring. Our 10-year contract announced earlier this year has commenced in Q4, while our PFAS pipeline remains robust across both water filtration and remediation. We believe that recent large-scale emergency response projects and acquisitions further strengthen the outlook for Field Services, and our data center offerings are getting traction within Industrial Services. For SKSS, market conditions remain supportive of our re-refining spreads, complemented by solid execution across the business. Taken together, we see a clear path to achieve record results for 2026 and expect multiple catalysts for continued growth in 2027.”
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Financial Guidance
In the fourth quarter of 2026, Clean Harbors expects Adjusted EBITDA to grow 23% to 26% year over year. Based on its year-to-date performance and current market conditions, Clean Harbors is raising the midpoint of both its 2026 Adjusted EBITDA guidance and adjusted free cash flow guidance by $80 million. For the full year, Clean Harbors now expects:
•Adjusted EBITDA in the range of $1.44 billion to $1.48 billion, with a midpoint of $1.46 billion. This Adjusted EBITDA range is based on anticipated GAAP net income in the range of $528 million to $563 million.
•Adjusted free cash flow in the range of $600 million to $660 million, with a midpoint of $630 million. This range is based on anticipated net cash from operating activities in the range of $970 million to $1,090 million.
Non-GAAP Results:
Adjusted EBITDA Reconciliation
Clean Harbors reports Adjusted EBITDA, which is a non-GAAP financial measure and should not be considered an alternative to net income or other measurements under generally accepted accounting principles (GAAP) but viewed only as a supplement to those measurements. Adjusted EBITDA is not calculated identically by all companies, and therefore the Company’s measurement of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Clean Harbors believes that Adjusted EBITDA provides additional useful information to investors because the Company’s management routinely evaluates the performance of its businesses based upon levels of Adjusted EBITDA. The Company defines Adjusted EBITDA as described in the following reconciliation showing the differences between reported net
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
income and Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025 (in thousands, except percentages):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2026 | | September 30, 2025 | | September 30, 2026 | | September 30, 2025 |
| Net income | $ | 208,100 | | | $ | 118,799 | | | $ | 441,765 | | | $ | 304,384 | |
| Accretion of environmental liabilities | 3,531 | | | 3,499 | | | 10,575 | | | 10,710 | |
| Stock-based compensation | 11,745 | | | 8,922 | | | 36,141 | | | 22,620 | |
| Depreciation and amortization | 122,703 | | | 114,729 | | | 360,309 | | | 342,994 | |
| | | | | | | |
| Other income, net | (1,524) | | | (3,517) | | | (1,223) | | | (1,982) | |
| | | | | | | |
| | | | | | | |
| Interest expense, net of interest income | 37,438 | | | 35,700 | | | 108,500 | | | 108,883 | |
| Provision for income taxes | 74,095 | | | 42,027 | | | 156,899 | | | 103,641 | |
| Adjusted EBITDA | $ | 456,088 | | | $ | 320,159 | | | $ | 1,112,966 | | | $ | 891,250 | |
| Adjusted EBITDA Margin | 24.4 | % | | 20.7 | % | | 22.0 | % | | 19.7 | % |
Adjusted Free Cash Flow Reconciliation
Clean Harbors reports adjusted free cash flow, a non-GAAP measure, which it considers to be a measurement of liquidity that provides useful information to investors about its ability to generate cash. The Company defines adjusted free cash flow as net cash from operating activities less additions to property, plant and equipment plus proceeds from sale and disposal of fixed assets. When necessary, the Company adjusts for the cash impact of items derived from non-operating activities. Additionally, adjusted free cash flow excludes significant strategic growth investments, as they are not indicative of free cash flow for the current period. Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore the Company’s measurement of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.
An itemized reconciliation between reported GAAP net cash from operating activities and adjusted free cash flow is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2026 | | September 30, 2025 | | September 30, 2026 | | September 30, 2025 |
| Net cash from operating activities | $ | 419,203 | | | $ | 301,987 | | | $ | 664,673 | | | $ | 511,632 | |
| Additions to property, plant and equipment | (172,842) | | | (94,445) | | | (397,480) | | | (303,169) | |
| | | | | | | |
| Cash investments in strategic growth projects | 71,983 | | | 11,904 | | | 107,305 | | | 24,340 | |
| | | | | | | |
| Proceeds from sale and disposal of fixed assets | 4,789 | | | 11,187 | | | 8,483 | | | 15,250 | |
| Adjusted free cash flow | $ | 323,133 | | | $ | 230,633 | | | $ | 382,981 | | | $ | 248,053 | |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Adjusted EBITDA Guidance Reconciliation
An itemized reconciliation between projected GAAP net income and projected Adjusted EBITDA is as follows (in millions):
| | | | | | | | | | | |
| For the Year Ending December 31, 2026 |
| Projected GAAP net income | $528 | to | $563 |
| Adjustments: | | | |
| Accretion of environmental liabilities | 16 | to | 15 |
| Stock-based compensation | 50 | to | 53 |
| Depreciation and amortization | 500 | to | 490 |
| | | |
| | | |
| | | |
| Interest expense, net | 160 | to | 155 |
| Provision for income taxes | 186 | to | 204 |
| Projected Adjusted EBITDA | $1,440 | to | $1,480 |
Adjusted Free Cash Flow Guidance Reconciliation
An itemized reconciliation between projected GAAP net cash from operating activities and projected adjusted free cash flow is as follows (in millions). The Company excludes significant strategic growth investments, from which the Company expects to realize future long-term benefits, as they are not indicative of free cash flow generation for the current period.
| | | | | | | | | | | |
| For the Year Ending December 31, 2026 |
| Projected net cash from operating activities | $970 | to | $1,090 |
| Additions to property, plant and equipment | (530) | to | (590) |
| | | |
| Cash investments in strategic growth projects | 145 | to | 145 |
| Proceeds from sale and disposal of fixed assets | 15 | to | 15 |
| Projected adjusted free cash flow | $600 | to | $660 |
Conference Call Information
Clean Harbors will conduct a conference call for investors today at 9:00 a.m. (ET) to discuss the information contained in this press release. During the call, management will discuss Clean Harbors’ financial results, business outlook and growth strategy. Investors who wish to listen to the webcast and view the accompanying slides should visit the Investor Relations section of the Company’s website at www.cleanharbors.com. The live call also can be accessed by dialing 877.709.8155 or 201.689.8881 prior to the start time. The webcast will be archived on the Company’s website after the conclusion of the live event.
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, manufacturing and refining, as well as numerous government agencies. These customers rely on Clean Harbors to deliver a broad range of services such as end-to-end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
services. Through its Safety-Kleen subsidiary, Clean Harbors also is a leading provider of parts washers and environmental services to commercial, industrial and automotive customers, as well as North America’s largest re-refiner and recycler of used oil. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India. For more information, visit www.cleanharbors.com.
Safe Harbor Statement
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “seeks,” “will,” “should,” “estimates,” “projects,” “may,” “likely,” “potential,” “outlook” or similar expressions. Such statements may include, but are not limited to, statements about the Company’s future financial and operating results, plans, strategy, objectives and goals, strategic initiatives, cost management initiatives, pricing and productivity initiatives, contingent liabilities, interest expense, liquidity, business, economic and market conditions, trends, customer demand, expectations regarding new customer contracts, impacts of tariffs and new legislation, acquisitions, growth opportunities and investments, expectations, challenges and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of the date of this press release only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation: operational and safety risks; risks relating to the failure of new or existing technologies; risks associated with the use of artificial intelligence; cybersecurity risks; the occurrence of natural disasters or other catastrophic events, as well as their residual macroeconomic effects; risks associated with retaining and hiring key personnel; environmental liability and product liability risks relating to hazardous waste management and other components of the Company’s business; negative economic, industry or other developments, including market volatility or economic downturns; risks associated with management’s assumptions relating to expansion of the Company’s landfills; reductions in the demand for emergency response services at industrial facilities or on roadways, railways or waterways, and other remedial projects and regulatory developments; reductions in the demand for oil products and automotive services and volatility in oil prices in the markets the Company serves; changes in statutory and regulatory requirements and risks relating to extensive environmental laws and regulations; risks associated with existing and potential litigation; risks associated with the Company’s identification and execution of strategic capital expenditures, acquisitions and divestitures and their related liabilities; risks relating to the availability and sufficiency of the Company’s insurance coverage, self-insurance, surety bonds, letters of credit and other forms of financial assurance; the impact of new tax legislation or changes in tax regulations and interpretations; the imposition of trade sanctions or tariffs; fluctuations in interest rates and foreign currency exchange rates; risks relating to the Company’s indebtedness and covenants in its debt agreements; risks associated with certain anti-takeover provisions under the Massachusetts Business Corporation Act and the Company’s By-Laws, and those items identified as “Risk Factors” in Clean Harbors’ most recently filed reports on Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. Clean Harbors undertakes no obligation to revise or publicly release the results of any revision to these forward-
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
looking statements other than through its filings with the Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.
Contacts:
| | | | | | | | |
Eric J. Dugas | | Jim Buckley |
EVP and Chief Financial Officer | | SVP Investor Relations |
Clean Harbors, Inc. | | Clean Harbors, Inc. |
781.792.5100 | | 781.792.5100 |
InvestorRelations@cleanharbors.com | | Buckley.James@cleanharbors.com |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Revenues | $ | 1,869,449 | | | $ | 1,549,337 | | | $ | 5,063,991 | | | $ | 4,531,141 | |
| Cost of revenues | 1,208,014 | | | 1,048,490 | | | 3,348,359 | | | 3,103,871 | |
| Selling, general and administrative expenses | 217,092 | | | 189,610 | | | 638,807 | | | 558,640 | |
| Accretion of environmental liabilities | 3,531 | | | 3,499 | | | 10,575 | | | 10,710 | |
| Depreciation and amortization | 122,703 | | | 114,729 | | | 360,309 | | | 342,994 | |
| Income from operations | 318,109 | | | 193,009 | | | 705,941 | | | 514,926 | |
| Other income, net | 1,524 | | | 3,517 | | | 1,223 | | | 1,982 | |
| | | | | | | |
| | | | | | | |
| Interest expense, net | (37,438) | | | (35,700) | | | (108,500) | | | (108,883) | |
| Income before provision for income taxes | 282,195 | | | 160,826 | | | 598,664 | | | 408,025 | |
| Provision for income taxes | 74,095 | | | 42,027 | | | 156,899 | | | 103,641 | |
| Net income | $ | 208,100 | | | $ | 118,799 | | | $ | 441,765 | | | $ | 304,384 | |
| Earnings per share: | | | | | | | |
| Basic | $ | 3.94 | | | $ | 2.22 | | | $ | 8.36 | | | $ | 5.67 | |
| Diluted | $ | 3.93 | | | $ | 2.21 | | | $ | 8.34 | | | $ | 5.65 | |
| Shares used to compute earnings per share - Basic | 52,752 | | 53,518 | | 52,812 | | 53,659 |
| Shares used to compute earnings per share - Diluted | 52,897 | | 53,713 | | 52,969 | | 53,871 |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
CLEAN HARBORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Current assets: | (unaudited) | | |
| Cash and cash equivalents | $ | 423,544 | | | $ | 826,315 | |
| Short-term marketable securities | 93,010 | | | 127,363 | |
| Accounts receivable, net | 1,273,770 | | | 1,044,137 | |
| Unbilled accounts receivable | 218,442 | | | 160,888 | |
| Inventories and supplies | 407,922 | | | 372,088 | |
| Prepaid expenses and other current assets | 96,346 | | | 116,452 | |
| Total current assets | 2,513,034 | | | 2,647,243 | |
| Property, plant and equipment, net | 2,757,283 | | | 2,541,067 | |
| Other assets: | | | |
| Operating lease right-of-use assets | 254,827 | | | 255,084 | |
| Goodwill | 1,843,273 | | | 1,479,050 | |
| Permits and other intangibles, net | 866,755 | | | 653,027 | |
| Other long-term assets | 48,433 | | | 48,585 | |
| Total other assets | 3,013,288 | | | 2,435,746 | |
| Total assets | $ | 8,283,605 | | | $ | 7,624,056 | |
| | | |
| Current liabilities: | | | |
| Current portion of long-term debt | $ | 12,600 | | | $ | 12,600 | |
| Accounts payable | 551,756 | | | 506,592 | |
| Deferred revenue | 97,948 | | | 81,529 | |
| Accrued expenses and other current liabilities | 525,728 | | | 441,788 | |
| Current portion of closure, post-closure and remedial liabilities | 20,312 | | | 19,112 | |
| Current portion of operating lease liabilities | 81,345 | | | 75,226 | |
| Total current liabilities | 1,289,689 | | | 1,136,847 | |
| Other liabilities: | | | |
| Closure and post-closure liabilities, less current portion | 131,194 | | | 125,038 | |
| Remedial liabilities, less current portion | 81,180 | | | 86,547 | |
| Long-term debt, less current portion | 2,877,298 | | | 2,763,563 | |
| Operating lease liabilities, less current portion | 178,294 | | | 184,308 | |
| Deferred tax liabilities | 400,248 | | | 384,207 | |
| Other long-term liabilities | 208,488 | | | 197,886 | |
| Total other liabilities | 3,876,702 | | | 3,741,549 | |
| Total stockholders’ equity, net | 3,117,214 | | | 2,745,660 | |
| Total liabilities and stockholders’ equity | $ | 8,283,605 | | | $ | 7,624,056 | |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | | | | | | | | | | |
| Nine Months Ended |
| September 30, 2026 | | September 30, 2025 |
| Cash flows from operating activities: | | | |
| Net income | $ | 441,765 | | | $ | 304,384 | |
| Adjustments to reconcile net income to net cash from operating activities: | | | |
| Depreciation and amortization | 360,309 | | | 342,994 | |
| Allowance for doubtful accounts | 9,571 | | | 6,520 | |
| Amortization of deferred financing costs and debt discount | 3,930 | | | 5,024 | |
| Accretion of environmental liabilities | 10,575 | | | 10,710 | |
| Changes in environmental liability estimates | (2,218) | | | (8,933) | |
| | | |
| Other income, net | (1,223) | | | (1,982) | |
| Stock-based compensation | 36,141 | | | 22,620 | |
| | | |
| | | |
| Environmental expenditures | (9,756) | | | (10,960) | |
| Changes in assets and liabilities, net of acquisitions: | | | |
| Accounts receivable and unbilled accounts receivable | (276,946) | | | (113,131) | |
| Inventories and supplies | (35,736) | | | 8,301 | |
| Other current and non-current assets | 31,230 | | | (5,467) | |
| Accounts payable | 22,517 | | | (35,492) | |
| Other current and long-term liabilities | 74,514 | | | (12,956) | |
| Net cash from operating activities | 664,673 | | | 511,632 | |
| Cash flows used in investing activities: | | | |
| Additions to property, plant and equipment | (397,480) | | | (303,169) | |
| Proceeds from sale and disposal of fixed assets | 8,483 | | | 15,250 | |
| Acquisitions, net of cash acquired | (689,044) | | | — | |
| | | |
| Additions to intangible assets including costs to obtain or renew permits | (2,830) | | | (1,528) | |
| Purchases of available-for-sale securities | (37,665) | | | (62,108) | |
| Proceeds from sale of available-for-sale securities | 71,927 | | | 74,968 | |
| Net cash used in investing activities | (1,046,609) | | | (276,587) | |
| Cash flows used in financing activities: | | | |
| Change in uncashed checks | 1,716 | | | (2,639) | |
| Tax payments related to withholdings on vested restricted stock | (15,612) | | | (13,833) | |
| Repurchases of common stock | (77,133) | | | (117,001) | |
| Proceeds from employee stock purchase plan | 3,611 | | | 3,360 | |
| Deferred financing costs paid | (691) | | | — | |
| Payments on finance leases | (38,096) | | | (25,088) | |
| Principal payments on debt | (9,450) | | | (11,327) | |
| | | |
| Borrowing from revolving credit facility | 120,000 | | | — | |
| | | |
| Net cash used in financing activities | (15,655) | | | (166,528) | |
| Effect of exchange rate change on cash | (5,180) | | | 3,488 | |
| (Decrease) increase in cash and cash equivalents | (402,771) | | | 72,005 | |
| Cash and cash equivalents, beginning of period | 826,315 | | | 687,192 | |
| Cash and cash equivalents, end of period | $ | 423,544 | | | $ | 759,197 | |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
| | | | | | | | | | | |
| Supplemental information: | | | |
| Cash payments for interest and income taxes: | | | |
| Interest paid | $ | 114,037 | | | $ | 133,520 | |
| Income taxes paid, net of refunds | 97,644 | | | 93,531 | |
| Non-cash investing activities: | | | |
| Property, plant and equipment accrued | 45,391 | | | 36,604 | |
| | | |
| ROU assets obtained in exchange for operating lease liabilities | 55,559 | | | 51,736 | |
| ROU assets obtained in exchange for finance lease liabilities | 60,586 | | | 59,937 | |
Supplemental Segment Data (in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| Revenue | September 30, 2026 | | September 30, 2025 |
| Third-Party Revenues | | Intersegment Revenues (Expenses), net | | Direct Revenues | | Third-Party Revenues | | Intersegment Revenues (Expenses), net | | Direct Revenues |
| Environmental Services | $ | 1,538,438 | | | $ | 12,683 | | | $ | 1,551,121 | | | $ | 1,318,580 | | | $ | 12,720 | | | $ | 1,331,300 | |
| Safety-Kleen Sustainability Solutions | 331,011 | | | (12,683) | | | 318,328 | | | 230,757 | | | (12,720) | | | 218,037 | |
| Corporate | — | | | — | | | — | | | — | | | — | | | — | |
| Total | $ | 1,869,449 | | | $ | — | | | $ | 1,869,449 | | | $ | 1,549,337 | | | $ | — | | | $ | 1,549,337 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended |
| Revenue | September 30, 2026 | | September 30, 2025 |
| Third-Party Revenues | | Intersegment Revenues (Expenses), net | | Direct Revenues | | Third-Party Revenues | | Intersegment Revenues (Expenses), net | | Direct Revenues |
| Environmental Services | $ | 4,225,418 | | | $ | 34,792 | | | $ | 4,260,210 | | | $ | 3,855,677 | | | $ | 36,771 | | | $ | 3,892,448 | |
| Safety-Kleen Sustainability Solutions | 838,573 | | | (34,792) | | | 803,781 | | | 675,278 | | | (36,771) | | | 638,507 | |
| Corporate | — | | | — | | | — | | | 186 | | | — | | | 186 | |
| Total | $ | 5,063,991 | | | $ | — | | | $ | 5,063,991 | | | $ | 4,531,141 | | | $ | — | | | $ | 4,531,141 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| Adjusted EBITDA | September 30, 2026 | | September 30, 2025 | | September 30, 2026 | | September 30, 2025 |
| Environmental Services | $ | 425,392 | | | $ | 357,229 | | | $ | 1,121,897 | | | $ | 1,008,014 | |
| Safety-Kleen Sustainability Solutions | 126,482 | | | 40,937 | | | 252,456 | | | 107,502 | |
| Corporate | (95,786) | | | (78,007) | | | (261,387) | | | (224,266) | |
| Total | $ | 456,088 | | | $ | 320,159 | | | $ | 1,112,966 | | | $ | 891,250 | |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
EXHIBIT 99.2
Press Release
Clean Harbors Announces Eric Gerstenberg as CEO;
Mike Battles to Retire as Co-CEO and Director at Year-End
NORWELL, Mass. – October 28, 2026 – Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE: CLH), the leading provider of environmental and industrial services throughout North America, today announced that Eric Gerstenberg will serve as sole Chief Executive Officer effective January 1, 2027. Mike Battles has decided to retire as Co-Chief Executive Officer and a member of the Company’s Board of Directors on December 31, 2026, and will serve in a strategic advisory role to the Company in 2027.
“Since appointing Eric and Mike as Co-CEOs in March 2023, Clean Harbors has experienced continued success, including delivering record top- and bottom-line results and more than tripling its stock price,” said Rob Willett, Chairman of the Board. “This next step for our leadership team is endorsed by both Co-CEOs and the Board. Eric has proven himself to be an exceptional leader. With over 35 years at the Company, his understanding of the business, operational insights and knowledge of the hazardous waste industry are unmatched. We are excited to turn over the reins of the Company to his capable hands to guide us through our next phase of growth.”
“At the same time, it is important to acknowledge how integral Mike has been to our success over the past decade, first as CFO then as Co-CEO,” Willett continued. “He played a key role in many value-enhancing initiatives and successful acquisitions that have strengthened the Company. Mike has been a strong partner to Eric, and we expect a seamless transition in the months ahead. The entire Board joins me in thanking Mike for all he has done and we look forward to the Company’s continued success under Eric’s capable leadership.”
Eric joined Clean Harbors in 1989 and during the past 37 years has held a variety of positions of increasing responsibility throughout the organization. He was named Co-CEO in March 2023 and joined the Company’s Board in September 2024. He was previously Chief Operating Officer, overseeing the environmental sales and service organization, all of the Company’s facilities including incinerators and re-refineries, and the majority of its workforce.
“Clean Harbors has set the standard in the hazardous waste industry for more than 40 years and I’m honored to lead this iconic company,” Gerstenberg said. “Our mission of creating a safer and cleaner environment remains the bedrock of our organization. We employ an industry-leading team, maintain an unparalleled set of assets and serve as a critical partner to our customers. I expect us to extend the profitable growth trajectory that we have been on for the past decade and to continue to reward our shareholders in the years ahead.”
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Mike has served as the Company’s Co-CEO since March 2023 and has been a member of its Board since September 2024. Prior to being named Co-CEO, he was the Company’s Chief Financial Officer for seven years. He joined Clean Harbors in 2013 as its Senior Vice President, Corporate Controller and Chief Accounting Officer.
“Helping to lead an industry-defining organization like Clean Harbors has been an absolute privilege for me and the highlight of my career,” said Battles. “I take tremendous pride in seeing what the Company has accomplished during my tenure as an executive leader. I will leave here with the deepest appreciation for my remarkable colleagues, the success we achieved together, the investors I interacted with and the board members I served alongside. I have every confidence that Clean Harbors’ best days remain ahead and that we are well positioned for continued growth and value creation into 2027 and beyond.”
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, manufacturing and refining, as well as numerous government agencies. These customers rely on Clean Harbors to deliver a broad range of services such as end-to-end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling services. Through its Safety-Kleen subsidiary, Clean Harbors also is a leading provider of parts washers and environmental services to commercial, industrial and automotive customers, as well as North America’s largest re-refiner and recycler of used oil. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India. For more information, visit www.cleanharbors.com.
Safe Harbor Statement
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “seeks,” “will,” “should,” “estimates,” “projects,” “may,” “likely,” “potential,” “outlook” or similar expressions. Such statements may include, but are not limited to, statements about the Company’s planned executive transition, future financial and operating results, plans, strategy, objectives and goals, strategic initiatives, cost management initiatives, pricing and productivity initiatives, contingent liabilities, interest expense, liquidity, business, economic and market conditions, trends, customer demand, expectations regarding new customer contracts, impacts of tariffs and new legislation, acquisitions, growth opportunities and investments, expectations, challenges and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of the date of this press release only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation: operational and safety risks; risks relating to the failure of new or existing technologies; risks associated with the use of artificial intelligence; cybersecurity risks; the occurrence of natural disasters or other catastrophic events, as well as their residual macroeconomic effects; risks associated with retaining and hiring key personnel; environmental liability and product liability risks relating to hazardous waste management and
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
other components of the Company’s business; negative economic, industry or other developments, including market volatility or economic downturns; risks associated with management’s assumptions relating to expansion of the Company’s landfills; reductions in the demand for emergency response services at industrial facilities or on roadways, railways or waterways, and other remedial projects and regulatory developments; reductions in the demand for oil products and automotive services and volatility in oil prices in the markets the Company serves; changes in statutory and regulatory requirements and risks relating to extensive environmental laws and regulations; risks associated with existing and potential litigation; risks associated with the Company’s identification and execution of strategic capital expenditures, acquisitions and divestitures and their related liabilities; risks relating to the availability and sufficiency of the Company’s insurance coverage, self-insurance, surety bonds, letters of credit and other forms of financial assurance; the impact of new tax legislation or changes in tax regulations and interpretations; the imposition of trade sanctions or tariffs; fluctuations in interest rates and foreign currency exchange rates; risks relating to the Company’s indebtedness and covenants in its debt agreements; risks associated with certain anti-takeover provisions under the Massachusetts Business Corporation Act and the Company’s By-Laws, and those items identified as “Risk Factors” in Clean Harbors’ most recently filed reports on Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. Clean Harbors undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its filings with the Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.
Contacts:
| | | | | | | | |
Eric J. Dugas | | Jim Buckley |
EVP and Chief Financial Officer | | SVP Investor Relations |
Clean Harbors, Inc. | | Clean Harbors, Inc. |
781.792.5100 | | 781.792.5100 |
InvestorRelations@cleanharbors.com | | Buckley.James@cleanharbors.com |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com