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Casella (NASDAQ: CWST) prices $15M remarketed NY project bonds

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

Rhea-AI Filing Summary

Casella Waste Systems, Inc. announced the pricing of a remarketing of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds, Series 2014R-2. The bonds, originally issued under a 2014 indenture and drawn in 2016, have a final maturity on December 1, 2044.

The company expects the bonds to be remarketed on June 1, 2026 at a new fixed interest rate of 4.300% per annum for an interest period running from June 1, 2026 through June 1, 2036, with a mandatory tender on June 1, 2026 as the current rate period ends. The bonds are guaranteed by all or substantially all subsidiaries and are payable solely from amounts received from Casella and the guarantors, not from the general credit of the issuer or the State of New York.

The bonds are being offered only to qualified institutional buyers under Rule 144A and are not registered under the Securities Act, relying on applicable exemptions.

Positive

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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 bond principal $15.0 million Aggregate principal amount of Series 2014R-2 bonds
New interest rate 4.300% per annum Interest rate for new period starting June 1, 2026
New interest period end June 1, 2036 End date of new 10-year interest rate period
Final bond maturity December 1, 2044 Final maturity date of Series 2014R-2 bonds
Mandatory tender date June 1, 2026 Date bonds are subject to mandatory tender
Current interest period end May 31, 2026 Expiration date of current interest rate period
remarketing financial
"announced that it has priced the previously announced remarketing of $15.0 million aggregate principal amount"
mandatory tender financial
"the interest rate period currently applicable to the Bonds expires on May 31, 2026, and accordingly, the Bonds are subject to mandatory tender 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.
Guaranty Agreement financial
"The Bonds are guaranteed pursuant to a Guaranty Agreement (the “Guaranty”) by all or substantially all of the Company’s subsidiaries"
A guaranty agreement is a legal contract in which one party (the guarantor) promises to pay a debt or perform an obligation if the primary borrower or obligor does not. Think of it like a friend co-signing a loan: it makes creditors more comfortable because someone else has agreed to back the obligation. For investors, guaranties change credit risk and potential recoveries in a default and can create contingent liabilities for the guarantor.
qualified institutional buyers financial
"The Bonds are being offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933"
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, as amended"
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.
forward-looking statements regulatory
"Certain matters discussed in this on , 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.
0000911177false00009111772026-05-272026-05-27

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 27, 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 27, 2026, Casella Waste Systems, Inc. (the “Company”) announced that it has priced the previously announced 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 (the “Bonds”). The Bonds were issued pursuant to an Indenture dated 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 expires on May 31, 2026, and accordingly, the Bonds are subject to mandatory tender on June 1, 2026. The Company expects that the Bonds will be remarketed on June 1, 2026 at a new interest rate of 4.300% per annum for a new interest rate period commencing on June 1, 2026 and ending on June 1, 2036. The remarketing is expected to become effective on June 1, 2026.
The Bonds are guaranteed pursuant to a Guaranty Agreement (the “Guaranty”) 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 under the terms of the Indenture and from the Guarantors under the Guaranty.
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 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 pricing 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.
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 May 27, 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.


2


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 remarketing 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 27, 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 PRICING OF REMARKETED NEW YORK STATE ENVIRONMENTAL FACILITIES CORPORATION SOLID WASTE DISPOSAL REVENUE BONDS
RUTLAND, Vermont, May 27, 2026 -- Casella Waste Systems, Inc. (“Casella”) (NASDAQ:CWST), a regional solid waste, recycling and resource management services company, today announced that it has priced the previously announced 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”) 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 expires on May 31, 2026, and accordingly, the Bonds are subject to mandatory tender on June 1, 2026. Casella expects that the Bonds will be remarketed on June 1, 2026 at a new interest rate of 4.300% per annum for a new interest rate period commencing on June 1, 2026 and ending on June 1, 2036. The remarketing is expected to become effective on June 1, 2026.
The Bonds are guaranteed pursuant to a Guaranty Agreement (the “Guaranty”) 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 under the terms of the Indenture and from the Guarantors under the Guaranty.
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 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 remarketing 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 debt transaction did Casella Waste Systems (CWST) disclose in this 8-K?

Casella Waste Systems disclosed the pricing of a remarketing of $15.0 million Solid Waste Disposal Revenue Bonds, Series 2014R-2. These revenue bonds were originally issued in 2014 and fund Casella’s solid waste project through the New York State Environmental Facilities Corporation.

What is the new interest rate and term for Casella Waste Systems (CWST) remarketed bonds?

Casella expects the remarketed bonds to carry a new fixed interest rate of 4.300% per annum. This rate applies for a new interest rate period from June 1, 2026 through June 1, 2036, while the bonds themselves mature on December 1, 2044.

When will the Casella Waste Systems (CWST) bonds be remarketed and when do they mature?

The bonds are expected to be remarketed on June 1, 2026, coinciding with a mandatory tender tied to the end of the current rate period. The final maturity date of the Series 2014R-2 bonds remains December 1, 2044, reflecting long-term project financing.

Who guarantees the remarketed bonds of Casella Waste Systems (CWST)?

The bonds are guaranteed under a Guaranty Agreement by all or substantially all of Casella’s subsidiaries. Payment comes solely from amounts received from Casella and the guarantors, not from the general credit of the issuer or the State of New York.

Who can buy the Casella Waste Systems (CWST) remarketed bonds under this transaction?

The remarketed bonds are offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act. They are not registered and may be sold only using registration exemptions under U.S. securities and other applicable laws.

Does the Casella Waste Systems (CWST) bond remarketing involve Securities Act registration?

The bonds involved in this remarketing have not been and will not be registered under the Securities Act. They may not be offered or sold in the United States without registration or a valid exemption, consistent with Rule 144A offerings to institutional investors.

Filing Exhibits & Attachments

4 documents