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Casella Waste (NASDAQ: CWST) to remarket $15M New York revenue bonds

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Casella Waste Systems, Inc. is starting a remarketing of $15.0 million of long-term tax-exempt revenue bonds. These New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds, Series 2014R-2, were drawn in 2016 and mature on December 1, 2044.

The current interest rate period ends May 31, 2026, and the bonds are expected to be mandatorily tendered and remarketed on June 1, 2026 at a new interest rate. The bonds are guaranteed by substantially all subsidiaries and are payable solely from amounts received from Casella and the guarantors, not from the State of New York.

As of March 31, 2026, Casella had about $1.165 billion of debt, including $800.0 million of term loans and $273.5 million of tax-exempt bonds, plus $515.0 million notional interest rate derivatives, $673.4 million of unused revolver commitments, and $126.9 million in cash and cash equivalents.

Positive

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Negative

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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.
Remarketed bonds $15.0 million aggregate principal amount New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds, Series 2014R-2
Bond maturity December 1, 2044 Final maturity date of Series 2014R-2 bonds
Total debt outstanding $1.165 billion Aggregate indebtedness as of March 31, 2026
Term loans $800.0 million Senior secured credit facility term loans as of March 31, 2026
Tax-exempt bonds $273.5 million Aggregate principal of tax-exempt bonds including the remarketed bonds
Interest rate derivatives $515.0 million notional Interest rate derivative agreements expiring between December 2026 and February 2030
Unused revolver commitments $673.4 million Available commitments under the revolving credit facility as of March 31, 2026
Cash and cash equivalents $126.9 million Cash position as of March 31, 2026
remarketing financial
"announced that it has commenced the remarketing of $15.0 million aggregate principal amount"
mandatory tender financial
"the Bonds will be subject to mandatory tender and will be remarketed on June 1, 2026"
A mandatory tender (often called a mandatory tender offer) is a required offer by a buyer who has acquired enough voting control to force remaining shareholders to sell their shares at a set price. Think of it like someone who buys most of the houses on a street and by law must make an offer to buy the rest; it protects minority holders and ensures all owners get the same exit price. For investors this matters because it can sharply change a stock’s price, liquidity and whether you can keep or lose ownership at the offered price.
qualified institutional buyers regulatory
"The Bonds are being offered only to qualified institutional buyers as defined in Rule 144A"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
interest rate derivative agreements financial
"The Company also had interest rate derivative agreements in the notional amount of $515.0 million"
Contracts whose value and payments are tied to movements in interest rates, such as swaps, options or futures, used to lock in borrowing costs or gain from rate changes. Think of them like insurance or a guarded bet on future interest rates: they help investors and companies manage or transfer the risk that rising or falling rates will change borrowing costs or the value of interest-sensitive assets, which can materially affect cash flow and valuation.
forward-looking statements regulatory
"Certain matters discussed in this press release, including, among others, the statements regarding the remarketing of the Bonds, are “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
0000911177false00009111772026-05-112026-05-11

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): May 11, 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,Vermont05701
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (802775-0325
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 classTrading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, $0.01 par value per shareCWSTThe 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 8.01 Other Events.
On May 11, 2026, Casella Waste Systems, Inc. (the “Company”) announced that it has commenced the remarketing of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation (the “Issuer”) Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2014R-2 (collectively, the “Bonds”). The Bonds were issued pursuant to an Indenture dated as of December 1, 2014 (the “Indenture”) and drawn down on June 2, 2016. The Bonds have a final maturity date of December 1, 2044.
Pursuant to the Indenture, the interest rate period currently applicable to the Bonds is expiring on May 31, 2026, and accordingly, the Company expects that the Bonds will be subject to mandatory tender and will be remarketed on June 1, 2026 at a new interest rate for a new interest rate period commencing on June 1, 2026. The Bonds have been guaranteed by all or substantially all of the Company’s subsidiaries (the “Guarantors”), as required pursuant to the terms of the loan agreement pursuant to which the Issuer loaned the proceeds of the Bonds to the Company. The Bonds are not a general obligation of the Issuer and do not constitute an indebtedness of or a charge against the general credit of the Issuer. The Bonds are not a debt of the State of New York and are payable solely from amounts received from the Company and the Guarantors under the terms of the Indenture. The remarketing is expected to become effective on June 1, 2026.
As of March 31, 2026, the Company and the Guarantors had approximately $1.165 billion of aggregate outstanding indebtedness under the following debt arrangements: (a) $800.0 million of term loans under the Company’s senior secured credit facility, (b) $273.5 million aggregate principal amount of tax-exempt bonds (including the Bonds planned to be remarketed on June 1, 2026), (c) no amount outstanding under the Company’s senior secured revolving credit facility (the “Revolving Credit Facility”); and (d) $91.1 million of additional indebtedness outstanding, including finance leases and seller financing notes. The Company also had interest rate derivative agreements in the notional amount of $515.0 million with expiration dates ranging from December 2026 to February 2030. As of March 31, 2026, the Company had approximately $673.4 million of unused commitments available to be borrowed by the Company under the Revolving Credit Facility, subject to customary borrowing conditions, $26.6 million in outstanding letters of credit issued under the Revolving Credit Facility, and $126.9 million in cash and cash equivalents. In April 2026, the Company or its subsidiaries completed three acquisitions using cash on hand as well as borrowings under the Revolving Credit Facility, including the purchase of all of the equity interests of Star Waste Systems Holdings, LLC and related entities, and the Company may from time to time use cash on hand and borrowings for acquisitions and other purposes.
The Bonds are being offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The interest rate period, interest rate, principal amount and timing of the remarketing of the Bonds will depend upon market conditions and other factors, and there can be no assurance that the remarketing will be completed.
The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
A copy of the Company’s press release announcing the remarketing of the Bonds and the issuance of a notice of a mandatory tender of the Bonds, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Neither this Current Report on Form 8-K, nor the press release attached hereto as Exhibit 99.1 hereto shall constitute an offer to sell or the solicitation of an offer to buy the Bonds, nor shall there be any sale of the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Item 9.01     Financial Statements and Exhibits.
(d) Exhibits.    
2


EXHIBIT INDEX
Exhibit No.Exhibit Description
99.1
Press Release of Casella Waste Systems, Inc. dated May 11, 2026, relating to the remarketing of the Bonds.
101.SCHInline XBRL Taxonomy Extension Schema Document.**
101.LABInline XBRL Taxonomy Label Linkbase Document.**
101.PREInline XBRL Taxonomy Presentation Linkbase Document.**
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
**Submitted Electronically Herewith.

Forward-Looking Statements
Certain matters discussed in this Current Report on Form 8-K, including, among others, the statements regarding the remarketing of the Bonds, 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 the remarketing of the Bonds will be completed, that the Bond proceeds will be available or applied as expected, or that it will achieve the plans, intentions, expectations or guidance disclosed in the forward-looking statements made. Such forward-looking statements involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in the Company’s forward-looking statements. Such risks and uncertainties include or relate to, among other things: market conditions and the Company’s ability to consummate the remarketing of the Bonds, the receipt of all necessary consents and the satisfaction of all other closing conditions with respect to the remarketing of the Bonds, as well as additional risks and uncertainties detailed in Item 1A, “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2025 and in other filings that the Company periodically makes with the Securities and Exchange Commission. There can be no assurance that the Company will be able to complete the remarketing of the Bonds on the anticipated terms, or at all. 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.
3


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: May 11, 2026 By: /s/ Bradford J. Helgeson
  Bradford J. Helgeson
  Executive Vice President and Chief Financial Officer

4

Exhibit 99.1
FOR IMMEDIATE RELEASE
CASELLA WASTE SYSTEMS, INC. ANNOUNCES REMARKETING OF NEW YORK STATE ENVIRONMENTAL FACILITIES CORPORATION SOLID WASTE DISPOSAL REVENUE BONDS
RUTLAND, Vermont, May 11, 2026 -- Casella Waste Systems, Inc. (“Casella”) (NASDAQ:CWST), a regional solid waste, recycling and resource management services company, today announced that it has commenced the remarketing of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation (the “Issuer”) Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2014R-2 (collectively, the “Bonds”). The Bonds were issued pursuant to an Indenture dated as of December 1, 2014 (the “Indenture”) and drawn down on June 2, 2016. The Bonds have a final maturity date of December 1, 2044.
Pursuant to the Indenture, the interest rate period currently applicable to the Bonds is expiring on May 31, 2026, and accordingly, Casella expects that the Bonds will be subject to mandatory tender and will be remarketed on June 1, 2026 at a new interest rate for a new interest rate period commencing on June 1, 2026. The Bonds have been guaranteed by all or substantially all of Casella’s subsidiaries (the “Guarantors”), as required pursuant to the terms of the loan agreement pursuant to which the Issuer loaned the proceeds of the Bonds to Casella. The Bonds are not a general obligation of the Issuer and do not constitute an indebtedness of or a charge against the general credit of the Issuer. The Bonds are not a debt of the State of New York and are payable solely from amounts received from Casella and the Guarantors under the terms of the Indenture. The remarketing is expected to become effective on June 1, 2026.
The Bonds are being offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The interest rate period, interest rate, principal amount and timing of the remarketing of the Bonds will depend upon market conditions and other factors, and there can be no assurance that the remarketing will be completed. The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Bonds, nor shall there be any sale of the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Safe Harbor Statement
Certain matters discussed in this press release, including, among others, the statements regarding the remarketing of the Bonds, 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 Casella operates and management’s beliefs and assumptions. Casella cannot guarantee that the remarketing of the Bonds will be completed, that the Bond proceeds will be available or applied as expected, or that it will achieve the plans, intentions, expectations or guidance disclosed in the forward-looking statements made. Such forward-looking statements involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in Casella’s forward-looking statements. Such risks and uncertainties include or relate to, among other things: market conditions and Casella’s ability to consummate the remarketing of the Bonds, the receipt of all necessary consents and the satisfaction of all other closing conditions with respect to the remarketing of the Bonds, as well as additional risks and uncertainties detailed in Item 1A, “Risk Factors” in Casella’s Form 10-K for the fiscal year ended December 31, 2025 and in other filings that Casella periodically makes with the Securities and Exchange Commission. There can be no assurance that Casella will be able to complete the remarketing of the Bonds on the anticipated terms, or at all. Casella 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.




Contact
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

FAQ

What bond transaction did Casella Waste Systems (CWST) announce?

Casella Waste Systems announced it has commenced the remarketing of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds, Series 2014R-2, with a planned remarketing date of June 1, 2026 under a new interest rate period.

When do Casella Waste’s remarketed bonds mature and how are they secured?

The bonds have a final maturity date of December 1, 2044 and are guaranteed by all or substantially all of Casella’s subsidiaries. They are payable solely from amounts received from Casella and the guarantors, and are not debts of the State of New York or general obligations of the issuer.

How much total debt does Casella Waste Systems (CWST) report outstanding?

As of March 31, 2026, Casella and its guarantors reported approximately $1.165 billion of aggregate outstanding indebtedness, including $800.0 million of term loans, $273.5 million of tax-exempt bonds, no borrowings on the revolving credit facility, and $91.1 million of other indebtedness such as finance leases and seller financing notes.

What liquidity does Casella Waste Systems (CWST) have available?

As of March 31, 2026, Casella had approximately $673.4 million of unused commitments under its senior secured revolving credit facility, $26.6 million of outstanding letters of credit issued under that facility, and $126.9 million in cash and cash equivalents, supporting its ongoing operations and financing flexibility.

Who can buy Casella Waste’s remarketed bonds and are they registered?

The bonds are being offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933. They have not been and will not be registered under the Securities Act and may be offered or sold in the United States only under an applicable registration exemption.

Did Casella Waste Systems (CWST) complete any acquisitions around this time?

In April 2026, Casella or its subsidiaries completed three acquisitions using cash on hand and borrowings under the revolving credit facility, including the purchase of all equity interests of Star Waste Systems Holdings, LLC and related entities, illustrating continued expansion through targeted transactions.

Filing Exhibits & Attachments

4 documents