[8-K] Casella Waste Systems Inc Reports Material Event

Rhea-AI Filing Summary

Grayscale Bitcoin Trust ETF (GBTC) posted a strong Q2 2025 as rising Bitcoin prices more than offset continued share redemptions and the 1.5% Sponsor’s Fee.

• Assets: Fair-value holdings of 185,098.7 BTC worth $19.95 bn at 30 Jun 25, up 4% from $19.18 bn at 31 Dec 24.
• NAV per share: $84.84 vs. $74.08 year-end, reflecting a 16% BTC price rally to $107,754.
• Operations: Six-month net increase in net assets from operations of $2.52 bn (vs. $9.23 bn prior-year), driven by $2.66 bn net realized/unrealized gains; investment loss of $138 m equals the Sponsor’s Fee.
• Flows: 22,569 BTC ($2.12 bn) redeemed and 3,710 BTC ($0.36 bn) created YTD, shrinking shares outstanding 9% to 235.1 m.
• Principal-market switch: Pricing source changed from Coinbase to Crypto.com effective 30 Jun 25.
• Capital actions: July 24 spin-off of 26,935.8 BTC (≈10% of assets) to Grayscale Bitcoin Mini Trust completed.

Liquefaction of holdings via redemptions continues, but higher Bitcoin prices and reduced fee rate (cut to 1.5% in Jan 24) supported per-share value. No cash is held; all expenses are paid in BTC. Subsequent-event pricing shows BTC at $118,063 on 28 Jul 25.

Positive

• BTC appreciation boosted NAV/share 16% YTD, generating $2.52 bn net gains.
• Sponsor’s Fee cut to 1.5% (effective Jan 24) stabilizes expense ratio.
• Principal-market reassessment demonstrates active valuation oversight, potentially improving price accuracy.

Negative

• Large redemptions of 22,569 BTC ($2.12 bn) reduced assets and shares outstanding.
• High recurring fee still consumed $138 m in BTC during H1 25, creating constant sell pressure.
• Regulatory uncertainty over Bitcoin’s security status could materially impact operations.
• Custody concentration at a single provider leaves holdings exposed to operational or security failures.

Insights

Financial Analyst

TL;DR: Rising BTC price boosted NAV, but heavy redemptions and high 1.5% fee erode asset base; overall neutral impact.

Performance: A 16% Bitcoin rally drove $2.52 bn operating gains and lifted NAV/share to $84.84. However, 23.9 m shares were redeemed, cutting BTC holdings 10% YTD. Cost drag: Sponsor’s Fee remains sizable at $138 m, fully accounting for investment loss. Liquidity: Trust handled $2.1 bn cash-settled redemptions without holding cash, relying on BTC sales. Corporate actions: Principal-market switch may marginally affect daily valuation spreads; internal sponsor re-org complete. Outlook: Trust’s value will track Bitcoin directionally, but continued outflows and fee burden may cap per-share appreciation.

Risk Analyst

TL;DR: Regulatory and concentration risks persist; large asset outflows heighten volatility and raise liquidity concerns.

The filing reiterates SEC classification uncertainty: any move to deem Bitcoin a security could force liquidation. BTC holdings are uninsured and commingled, exposing shareholders to custody loss. Redemptions of >22 k BTC in six months indicate potential continued drainage, pressuring trading spreads. Sponsor fee, though lowered, remains material and is paid in BTC, magnifying sell pressure during weak markets. Principal-market shift underscores dependence on exchange integrity. Overall risk profile skews negative despite recent price gains.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________

FORM 8-K

__________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2025

__________________________________________

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,			Vermont			05701
(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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value per share

CWST

The 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 August 1, 2025, Casella Waste Systems, Inc. (the “Company”) closed the remarketing of $29.0 million aggregate principal amount of the Finance Authority of Maine (the “Issuer”) Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2015R-1 issued on August 27, 2015 and Series 2015R-2 issued on April 2, 2018 (collectively, the “Bonds”). The Bonds were originally issued in the aggregate principal amount of $30.0 million and have a final maturity of August 1, 2035. On August 1, 2025, the Bonds were remarketed, in the principal amount of $29.0, as a single series designated as Series 2015R-3 (the “Remarketed Bonds”) at an interest rate of 5.000% per annum for an interest rate period ending on July 31, 2035. Also on August 1, 2025, the Company redeemed $1.0 million aggregate principal amount of Bonds with cash on hand.

The Bonds were issued pursuant to the Indenture dated as of August 1, 2015, 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 (the “Indenture”). 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 Maine, and to pay certain costs of issuance of the Bonds pursuant to a Financing Agreement, dated as of August 1, 2015, with the Issuer (the “Financing Agreement”). The Financing 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 Remarketed Bonds are guaranteed by substantially all of the subsidiaries of the Company pursuant to a Guaranty Agreement dated as of August 1, 2015, 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 as of August 1, 2025 (the “Guaranty”). Pursuant to the Guaranty, each guarantor will guarantee to the Trustee for the benefit of the owners and beneficial holders of the Remarketed Bonds the full and prompt payment of (i) the principal of and redemption premium, if any, on the Remarketed Bonds when and as the same become due; (ii) the interest on the Remarketed Bonds when and as the same becomes due; (iii) the purchase price of the Remarketed 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 Financing 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 Remarketed 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 Remarketed Bonds were issued as tax-exempt bonds. If the Company does not comply with certain of its covenants under the Indenture, Financing Agreement or Tax Certificate and Agreement dated August 27, 2015, as supplemented by that certain Supplemental Tax Certificate and Agreement dated April 2, 2018 and that certain Second Supplemental Tax Certificate and Agreement dated August 1, 2025 (collectively, the “Tax Certificate”), or if certain representations or warranties made by the Company in the Financing Agreement, Tax Certificate, or in certain related certificates of the Company are false, then the interest on the Remarketed Bonds may become includable in gross income of the bondholders for federal income tax purposes, retroactively to the date of original issuance of such Remarketed Bonds. If the Remarketed Bonds are declared to be taxable or the Financing Agreement is determined to be invalid, the Indenture provides that the Remarketed 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.

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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 1, 2025

By:

/s/ Bradford J. Helgeson

Bradford J. Helgeson

Executive Vice President and Chief Financial Officer

3

FAQ

How many Bitcoin does GBTC hold as of 30 Jun 2025?

The Trust holds 185,098.7123 BTC valued at $19.95 bn.

What is the current GBTC NAV per share?

Principal-market NAV per share is $84.84 as of 30 Jun 25.

How much was redeemed from the Trust in H1 2025?

GBTC redeemed 22,569 BTC worth approximately $2.12 bn, reducing shares by 23.85 m.

What fee does the Sponsor charge?

The Sponsor’s Fee is 1.5% of NAV, totaling $138.3 m for the six-month period.

Why did the Trust switch its principal market to Crypto.com?

Quarterly analysis showed Crypto.com had higher volume and stability, making it the most representative pricing source.

Did GBTC distribute assets to another fund?

Yes, on 31 Jul 24 it spun off 26,935.8 BTC (≈10% of holdings) to Grayscale Bitcoin Mini Trust ETF.