STOCK TITAN

Casella Waste Systems (Nasdaq: CWST) lifts 2026 sales outlook after Q2 gain

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Casella Waste Systems, Inc. reported Q2 2026 revenue of $543.7 million, up 16.9% year over year, driven by acquisitions, higher collection and disposal pricing, increased landfill volumes and Resource Solutions growth. Solid waste pricing rose 5.5%, including 5.8% collection and 4.7% disposal price increases.

GAAP net income for the quarter was $3.8 million versus $5.2 million a year earlier, while Adjusted Net Income increased to $25.3 million. Adjusted EBITDA grew 12.5% to $123.2 million, with a 22.7% margin, and year‑to‑date net cash from operating activities rose to $161.0 million. Adjusted Free Cash Flow for the first half reached $78.1 million.

The company closed five acquisitions in 2026 representing approximately $165 million of annualized revenues. For full‑year 2026, Casella now expects revenues between $2.090 billion and $2.110 billion, net income between $0 and $6 million, Adjusted EBITDA of $473–$483 million, operating cash flow of $370–$380 million, and Adjusted Free Cash Flow of $200–$210 million.

Positive

  • Q2 2026 revenues increased 16.9% year over year to $543.7 million, supported by acquisitions, higher pricing, stronger landfill volumes and Resource Solutions growth.
  • Adjusted EBITDA rose 12.5% to $123.2 million in Q2 2026, while year‑to‑date Adjusted Free Cash Flow grew 10.3% to $78.1 million.
  • Net cash provided by operating activities for the first half of 2026 reached $161.0 million, up $21.4 million, or 15.3%, from the prior‑year period.
  • The company completed five acquisitions in 2026 to date with approximately $165 million in aggregate annualized revenues and raised 2026 revenue guidance to $2.090–$2.110 billion.

Negative

  • Q2 2026 GAAP net income declined 27.6% to $3.8 million, and the company reported a year‑to‑date net loss of $1.8 million compared with net income of $0.4 million in 2025.
  • Net income guidance for fiscal 2026 was reduced to a range of $0–$6 million from a prior range of $4–$10 million, even as revenue guidance increased.
  • Quarterly interest expense rose to $17.4 million from $13.0 million a year earlier, contributing to lower GAAP profitability.

Filing Explained

At June 30, cash was $25,541 thousand while long-term debt was $1,325,132 thousand, after acquisition spending and debt borrowing.

This Form 8-K reports Casella Waste Systems’ second-quarter 2026 results, with the current structural disclosure being a lower cash balance and higher long-term debt line than at December 31, 2025.

Cash and cash equivalents were $25,541 thousand on June 30, 2026, versus $123,773 thousand at December 31, 2025; debt less current maturities was $1,325,132 thousand, versus $1,128,927 thousand.

For the six months ended June 30, 2026, the company reported $161,026 thousand of operating cash flow, $400,816 thousand of cash used for acquisitions, and $248,950 thousand of debt-borrowing proceeds.

The fiscal 2026 guidance ranges do not include acquisitions that have not been completed, so later disclosures about completion would determine whether those transactions become reflected in the outlook.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $543,748 (in thousands) Three months ended June 30, 2026; up $78,414 (16.9%) from Q2 2025
Q2 2026 Net income $3,770 (in thousands) Three months ended June 30, 2026; down 27.6% from $5,208 in Q2 2025
Q2 2026 Adjusted EBITDA $123,238 (in thousands) Three months ended June 30, 2026; up $13,732 (12.5%) year over year
YTD 2026 Net cash from operating activities $161,026 (in thousands) Six months ended June 30, 2026; up $21,378 from prior‑year period
YTD 2026 Adjusted Free Cash Flow $78,118 (in thousands) Six months ended June 30, 2026; up $7,291 (10.3%) from 2025
2026 Revenue guidance range $2.090 billion – $2.110 billion Fiscal year 2026 outlook, raised from $2.060–$2.080 billion
2026 Net income guidance range $0 – $6,000 (in thousands) Fiscal year 2026 outlook, lowered from $4,000–$10,000 (in thousands)
Acquisition annualized revenues 2026 YTD $165,000 (in thousands) Approximate aggregate annualized revenues from five acquisitions in 2026
Adjusted EBITDA financial
"Adjusted EBITDA was $123.2 million for the quarter, up $13.7 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted Free Cash Flow financial
"Adjusted Free Cash Flow was $78.1 million for the year-to-date period"
Adjusted free cash flow is the amount of money a company generates from its operations after accounting for essential expenses and investments, like maintaining or upgrading equipment. It shows how much cash is truly available to grow the business, pay debts, or return to shareholders, helping investors see the company's financial health more clearly.
per - and polyfluoroalkyl substances technical
"the increasing focus on per - and polyfluoroalkyl substances (“PFAS”) and other emerging contaminants"
McKean Landfill rail capital expenditures financial
"McKean Landfill rail capital expenditures are long-term infrastructure capital expenditures"
landfill gas-to-energy technical
"Landfill gas-to-energy | 1,427 | | | | | — | | | 1,427"
Organics facility closure charge financial
"Organics facility closure charge, net are net expenses related to us ceasing operations"
Q2 2026 Revenue $543.7 million up $78.4 million, or 16.9%, from the same period in 2025
Q2 2026 Net income $3.8 million down $1.4 million, or 27.6%, from the same period in 2025
Q2 2026 Adjusted EBITDA $123.2 million up $13.7 million, or 12.5%, from the same period in 2025
YTD 2026 Net cash from operating activities $161.0 million up $21.4 million, or 15.3%, from the same period in 2025
YTD 2026 Adjusted Free Cash Flow $78.1 million up $7.3 million, or 10.3%, from the same period in 2025
Guidance

For fiscal year 2026, the company expects revenues of $2.090–$2.110 billion, net income of $0–$6 million, Adjusted EBITDA of $473–$483 million, net cash from operating activities of $370–$380 million, and Adjusted Free Cash Flow of $200–$210 million.

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FAQ

How did Casella Waste Systems (CWST) perform financially in Q2 2026?

Casella Waste Systems reported Q2 2026 revenue of $543.7 million, up 16.9% year over year. Adjusted EBITDA was $123.2 million, up 12.5%, while GAAP net income was $3.8 million compared with $5.2 million in Q2 2025.

What were Casella Waste Systems (CWST) net income and Adjusted Net Income in Q2 2026?

In Q2 2026, Casella Waste Systems generated net income of $3.8 million, down from $5.2 million a year earlier. Adjusted Net Income, excluding specified items, increased to $25.3 million, up $1.1 million, or 4.6%, from Q2 2025.

What 2026 guidance did Casella Waste Systems (CWST) provide?

For fiscal 2026, Casella Waste Systems guided to revenue of $2.090–$2.110 billion and net income of $0–$6 million. Management reaffirmed Adjusted EBITDA of $473–$483 million, operating cash flow of $370–$380 million, and Adjusted Free Cash Flow of $200–$210 million.

How much cash flow did Casella Waste Systems (CWST) generate year-to-date 2026?

For the six months ended June 30, 2026, Casella Waste Systems produced net cash from operating activities of $161.0 million. Adjusted Free Cash Flow for the same period was $78.1 million, up $7.3 million, or 10.3%, versus the comparable 2025 period.

What acquisitions has Casella Waste Systems (CWST) completed so far in 2026?

Casella Waste Systems closed five acquisitions thus far in 2026, representing approximately $165 million in aggregate annualized revenues. Cash paid for acquisitions, net of cash acquired, totaled $400.8 million for the first six months of 2026.

How did pricing and volumes affect Casella Waste Systems (CWST) Q2 2026 results?

In Q2 2026, solid waste pricing rose 5.5%, including 5.8% collection and 4.7% disposal increases. Landfill volumes increased year over year, and Resource Solutions revenues grew, contributing to the 16.9% rise in total quarterly revenues to $543.7 million.

What non-GAAP measures does Casella Waste Systems (CWST) emphasize in its Q2 2026 report?

Casella Waste Systems highlights Adjusted EBITDA of $123.2 million for Q2 2026 and Adjusted Net Income of $25.3 million. It also reports year‑to‑date Adjusted Free Cash Flow of $78.1 million as a key liquidity measure.
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)
__________________________________________
Delaware000-2321103-0338873
(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 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.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.

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

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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.
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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
2


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
3


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,
2026202520262025
Revenues$543,748 $465,334 $1,001,076 $882,435 
Operating expenses:
Cost of operations364,949 308,070 673,874 588,521 
General and administration63,168 54,523 121,296 111,009 
Depreciation and amortization88,498 77,006 166,481 148,497 
Expense from acquisition activities6,081 6,463 12,590 11,992 
Organics facility closure charge1,088 — 2,016 — 
523,784 446,062 976,257 860,019 
Operating income19,964 19,272 24,819 22,416 
Other expense (income):
Interest expense, net17,421 13,000 31,414 24,598 
Other income(822)(615)(1,136)(933)
Other expense, net16,599 12,385 30,278 23,665 
Income (loss) before income taxes3,365 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 outstanding63,613 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 outstanding63,685 63,563 63,579 63,524 
Diluted earnings (loss) per common share$0.06 $0.08 $(0.03)$0.01 

4


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 losses220,366 178,068 
Other current assets68,685 67,440 
Total current assets314,592 369,281 
Property and equipment, net of accumulated depreciation and amortization
1,381,271 1,289,409 
Operating lease right-of-use assets111,528 105,252 
Goodwill1,372,773 1,120,056 
Intangible assets, net of accumulated amortization341,589 290,855 
Restricted cash and assets
3,132 96,265 
Other non-current assets32,631 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 liabilities12,304 11,952 
Accounts payable126,550 102,468 
Contract liabilities
43,880 45,153 
Current accrued final capping, closure and post-closure costs6,482 7,562 
Other accrued liabilities102,163 101,032 
Total current liabilities316,959 293,902 
Debt, less current portion1,325,132 1,128,927 
Operating lease liabilities, less current portion81,988 72,513 
Accrued final capping, closure and post-closure costs, less current portion198,481 185,160 
Other long-term liabilities54,932 54,115 
Total stockholders' equity1,580,024 1,568,709 
Total liabilities and stockholders' equity$3,557,516 $3,303,326 
5


CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Six Months Ended
June 30,
20262025
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 amortization166,481 148,497 
Interest accretion on landfill and environmental remediation liabilities8,021 7,426 
Amortization of debt issuance costs
1,492 1,519 
Stock-based compensation6,883 7,777 
Operating lease right-of-use assets expense12,453 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 activities161,026 139,648 
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 equipment640 503 
Net cash used in investing activities(522,464)(296,393)
Cash Flows from Financing Activities:
Proceeds from debt borrowings248,950 25,000 
Principal payments on debt(78,364)(32,984)
Payments of debt issuance costs(466)(802)
Net cash provided by (used in) financing activities170,120 (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 

6


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,
2026202520262025
Net income (loss)$3,770 $5,208 $(1,769)$398 
Net income (loss) as a percentage of revenues0.7 %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, net17,421 13,000 31,414 24,598 
Depreciation and landfill amortization66,468 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 obligations3,746 3,050 6,704 5,589 
Interest accretion on landfill and environmental remediation liabilities4,022 3,715 8,021 7,426 
Adjusted EBITDA$123,238 $109,506 $220,312 $195,920 
Adjusted EBITDA as a percentage of revenues22.7 %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 revenues9.0 %9.6 %7.9 %8.3 %
7


Three Months Ended
June 30,
Six Months Ended
June 30,
2026202520262025
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 outstanding63,685 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.

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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,
2026202520262025
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 equipment279 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.
9


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 taxes7,000 - 11,000
Other income(2,000)
Interest expense, net67,000
Expense from acquisition activities20,000
Depreciation and landfill amortization267,000
Amortization of intangibles82,000
Depletion of landfill operating lease obligations14,000
Interest accretion on landfill and environmental remediation liabilities15,000
Organics facility closure charge, net3,000
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 equipment1,000
Acquisition capital expenditures 76,000
Cash outlays for acquisition expenses20,000
McKean Landfill rail capital expenditures5,000
Cash outlays for organics facility closure, net3,000
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.

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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,
20262025
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 
Processing3,616 (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.
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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
Related
Business
Solid waste operations:
Collection$17,377 5.8 %
Disposal:
Landfill
1,035 4.0 %
Transfer Station
2,026 5.1 %
Total Disposal3,061 4.7 %
Other (i)
— %
Solid waste price20,439 5.5 %
Collection (4,174)(1.4)%
Disposal:
Landfill
2,203 8.5 %
Transfer Station
211 0.5 %
Total Disposal2,414 3.7 %
Other (i)
(485)(4.7)%
Solid waste volume(2,245)(0.6)%
Intercompany transfers to National Accounts
(1,385)
Surcharges and other fees10,324 
Commodity price and volume(255)
Acquisitions41,685 11.2 %
Total solid waste operations68,563 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 fees1,309 
Facility closure
(1,851)
Acquisitions4,539 4.9 %
Total Resource Solutions operations9,851 10.7 %
Total Company$78,414 16.9 %
(i)Includes transportation, landfill gas-to-energy and processing services for solid waste.
12


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,
2026202520262025
Growth capital expenditures:
Acquisition capital expenditures
$13,150 $13,317 $22,882 $38,659 
McKean Landfill rail capital expenditures2,893 800 4,476 800 
Other8,114 5,981 13,039 8,073 
Growth capital expenditures24,157 20,098 40,397 47,532 
Replacement capital expenditures:
Landfill development14,574 5,122 16,516 7,262 
Vehicles, machinery, equipment and containers25,068 28,970 52,056 50,172 
Facilities5,136 9,735 7,647 12,678 
Other3,374 2,478 5,672 4,234 
Replacement capital expenditures48,152 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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Filing Exhibits & Attachments

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