Clean Harbors (NYSE: CLH) prices private 5.750% senior notes due 2033

Rhea-AI Filing Summary

Clean Harbors, Inc. reported that on September 25, 2025 it began a private offering of senior notes due 2033. The notes are being offered to institutional investors in the United States who qualify under Rule 144A of the Securities Act and to certain non-U.S. investors in offshore transactions under Regulation S.

The company also announced the pricing of this previously launched offering of 5.750% senior notes due 2033. Two related press releases, one covering the launch and one the pricing, are included as exhibits to this report. The company states that this report and the press releases do not constitute an offer to sell or a solicitation of an offer to buy the notes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 25, 2025

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 8.01.    Other Events.

On September 25, 2025, Clean Harbors, Inc. (the “Company”) issued a press release announcing that it had commenced a private offering of senior notes due 2033 to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.

On September 25, 2025, the Company issued a press release announcing the pricing of its previously announced offering of 5.750% senior notes due 2033 (the “Notes”).

Copies of the press releases are attached as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01.

Neither this Current Report on Form 8-K nor the press releases constitute an offer to sell, or the solicitation of an offer to buy, the Notes.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
99.1			Press release of the Company relating to the announcement of the offering, dated September 25, 2025
99.2			Press release of the Company relating to the pricing of the offering, dated September 25, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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)
September 25, 2025			/s/ Eric J. Dugas
			Executive Vice President and Chief Financial Officer

2

FAQ

What financing action did Clean Harbors (CLH) disclose in this 8-K?

Clean Harbors, Inc. disclosed that it commenced a private offering of senior notes due 2033 and announced the pricing of its previously announced 5.750% senior notes due 2033.

Who can purchase the new Clean Harbors 5.750% senior notes due 2033?

The notes are being offered to persons reasonably believed to be qualified institutional buyers in the United States under Rule 144A and to certain non-U.S. persons in offshore transactions under Regulation S.

Is the Clean Harbors senior notes transaction a public offering?

No. Clean Harbors describes this as a private offering of senior notes due 2033, limited to qualified institutional buyers and certain non-U.S. persons under Regulation S.

What interest rate and maturity did Clean Harbors announce for its new notes?

The company announced the pricing of its previously announced offering of 5.750% senior notes due 2033.

Do the Clean Harbors press releases or 8-K constitute an offer to sell the notes?

No. Clean Harbors states that neither the report nor the related press releases constitute an offer to sell or the solicitation of an offer to buy the notes.

Where can investors find more details on the Clean Harbors notes offering?

Additional details are contained in the press releases attached as Exhibit 99.1, relating to the announcement of the offering, and Exhibit 99.2, relating to the pricing of the offering.