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Casella Waste Systems (CWST) remarkets $15M NY tax-exempt revenue bonds

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

Rhea-AI Filing Summary

Casella Waste Systems, Inc. reported that on June 1, 2026 it closed the remarketing of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds, Series 2014R-2.

The tax-exempt bonds were originally issued under a 2014 Indenture and drawn down in 2016. They retain a final maturity of December 1, 2044 and were remarketed at a fixed interest rate of 4.300% per annum for an interest rate period ending June 1, 2036.

Bond proceeds were loaned to Casella to finance asset purchases for operations in New York and to pay issuance costs under a Loan Agreement. The bonds are guaranteed on a joint and several basis by substantially all subsidiaries under an Amended and Restated Guaranty, reaffirmed on June 1, 2026.

The company notes that failure to comply with covenants or tax-related representations in the Indenture, Loan Agreement or Tax Certificate could cause interest on the bonds to become taxable retroactively. If the bonds are declared taxable or the Loan Agreement is found invalid, the Indenture requires mandatory redemption at 100% of principal plus accrued interest.

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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.
Remarketed bond principal $15.0 million Aggregate principal amount of Series 2014R-2 bonds remarketed June 1, 2026
Remarketed interest rate 4.300% per annum Fixed rate for interest rate period ending June 1, 2036
Final bond maturity December 1, 2044 Final maturity date of the Series 2014R-2 bonds
Mandatory redemption price 100% of principal plus accrued interest Redemption terms if bonds become taxable or Loan Agreement invalid
remarketing financial
"On June 1, 2026, Casella Waste Systems, Inc. closed the remarketing of $15.0 million..."
Indenture financial
"The Bonds were issued pursuant to an Indenture dated December 1, 2014..."
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Loan Agreement financial
"to pay certain costs of issuance of the Bonds pursuant to a Loan Agreement, dated as of December 1, 2014..."
A loan agreement is a formal contract between a borrower and a lender that outlines the terms of a loan, including how much money is borrowed, how and when it will be repaid, and any interest or fees involved. It is like a detailed agreement that ensures both parties understand their responsibilities, helping to prevent misunderstandings. For investors, it provides clarity about the borrower's obligations and the risk involved in lending money.
Guaranty financial
"The Bonds are guaranteed by all or substantially all of the subsidiaries... pursuant to an Amended and Restated Guaranty Agreement..."
A guaranty is a legal promise by one party (the guarantor) to pay or perform if another party fails to meet its debt or contractual obligation — like a co-signer who steps in when the borrower can’t pay. For investors, a guaranty lowers the chance that a bond, loan or contract will go unpaid, can improve credit assessments and borrowing terms, and gives a clearer sense of how secure expected returns are if the primary obligor runs into trouble.
Tax Compliance Agreement financial
"or Tax Compliance Agreement dated December 1, 2014, as supplemented by that certain Supplement to Tax Compliance Agreement dated June 2, 2016..."
mandatory redemption financial
"the Indenture provides that the Bonds are subject to mandatory redemption at a redemption price equal to 100% of the principal amount..."
Mandatory redemption is a contract clause that forces an issuer to buy back a security—such as a bond, preferred share, or convertible—under specified conditions or at scheduled times. For investors it matters because it determines when and how they will get their principal or liquidation value returned, affects the timing of income, and can change the total number of outstanding securities, similar to a store being required to repurchase a product on a set schedule.
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0000911177false00009111772026-06-012026-06-01

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): June 1, 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: (802) 775-0325
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each 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 June 1, 2026, Casella Waste Systems, Inc. (the “Company”) closed 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 December 1, 2014 (the “Indenture”) by and between U.S. Bank National Association, as predecessor in interest to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and the Issuer, and were drawn down on June 2, 2016. The Bonds have a final maturity date of December 1, 2044. On June 1, 2026, the Bonds were remarketed at an interest rate of 4.300% per annum for an interest rate period ending on June 1, 2036.
The proceeds of the offering of the Bonds were loaned to the Company to finance the purchase of assets for use in the Company’s or its subsidiaries’ operations in the State of New York, and to pay certain costs of issuance of the Bonds pursuant to a Loan Agreement, dated as of December 1, 2014, with the Issuer (the “Loan Agreement”). The Loan Agreement requires the Company to satisfy the obligation to pay amounts from time to time owing with respect to the Bonds issued by the Issuer.
The Bonds are guaranteed by all or substantially all of the subsidiaries of the Company pursuant to an Amended and Restated Guaranty Agreement dated as of June 1, 2016, jointly and severally by and among the guarantors party thereto and the Trustee, as joined, amended and supplemented, and as reaffirmed by a Reaffirmation of Guaranty executed by each guarantor dated June 1, 2026 (the “Guaranty”). Pursuant to the Guaranty, each guarantor will guarantee to the Trustee for the benefit of the owners and beneficial holders of the Bonds the full and prompt payment of (i) the principal of and redemption premium, if any, on the Bonds when and as the same become due; (ii) the interest on the Bonds when and as the same becomes due; (iii) the purchase price of the Bonds tendered or deemed tendered for purchase pursuant to the Indenture; and (iv) all loan payments and purchase price payments due or to become due from the Company under the Loan Agreement (collectively, the “Guaranteed Obligations”). The obligations of each guarantor under the Guaranty will, subject to the release provisions contained therein, remain in full force and effect until the entire principal payment of, redemption premium, if any, and interest on or purchase price of the Bonds has been paid or provided for according to the terms of the Indenture and all other Guaranteed Obligations have been paid and satisfied in full.
The Bonds were issued as tax-exempt bonds. If the Company does not comply with certain of its covenants under the Indenture, Loan Agreement or Tax Compliance Agreement dated December 1, 2014, as supplemented by that certain Supplement to Tax Compliance Agreement dated June 2, 2016 (collectively, the “Tax Certificate”), or if certain representations or warranties made by the Company in the Loan Agreement, Tax Certificate, or in certain related certificates of the Company are false, then the interest on the Bonds may become includable in gross income of the bondholders for federal income tax purposes, retroactively to the date of original issuance of such Bonds. If the Bonds are declared to be taxable or the Loan Agreement is determined to be invalid, the Indenture provides that the Bonds are subject to mandatory redemption at a redemption price equal to 100% of the principal amount thereof, without premium, plus accrued interest to the date of redemption.

2

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: June 1, 2026 By: /s/ Bradford J. Helgeson
  Bradford J. Helgeson
  Executive Vice President and Chief Financial Officer

3

Source: View Original Filing on SEC EDGAR

FAQ

What did Casella Waste Systems (CWST) disclose in this 8-K filing?

Casella Waste Systems disclosed that it closed the remarketing of $15.0 million of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds on June 1, 2026. The bonds finance New York operations assets and have updated interest terms while keeping their original final maturity.

What are the key terms of Casella Waste (CWST) remarketed bonds?

The remarketed bonds total $15.0 million in aggregate principal amount and were set at a 4.300% per annum interest rate for a period ending June 1, 2036. They remain tax-exempt and keep a final maturity date of December 1, 2044 under the existing Indenture.

How are the Casella Waste (CWST) revenue bonds guaranteed?

The bonds are guaranteed by all or substantially all Casella subsidiaries under an Amended and Restated Guaranty Agreement. Each guarantor jointly and severally guarantees timely payment of principal, any redemption premium, interest, tender purchase price, and related loan payments until all guaranteed obligations are fully satisfied.

What risks could affect the tax-exempt status of CWST’s bonds?

If Casella fails to meet covenants or tax-related obligations in the Indenture, Loan Agreement, or Tax Certificate, or if certain representations prove false, bond interest may become taxable retroactively to original issuance. This change would increase bondholder tax liabilities and trigger mandatory redemption provisions under the Indenture.

When do Casella Waste (CWST) remarketed bonds mature and reset?

The bonds have a final maturity date of December 1, 2044, unchanged from their original terms. Following the June 1, 2026 remarketing, they carry a 4.300% annual interest rate for an interest rate period ending June 1, 2036, after which terms may change under governing documents.

What happens if CWST’s bonds are declared taxable or the Loan Agreement is invalid?

If the bonds are declared taxable or the Loan Agreement is ruled invalid, the Indenture requires mandatory redemption. The bonds must be redeemed at a price equal to 100% of their principal amount, without premium, plus accrued interest up to the redemption date for affected bondholders.

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