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

Rhea-AI Filing Summary

Schedule 13G highlights: YF Management Company Ltd., a Hong Kong entity wholly owned by individual investor LIU YIF, has disclosed ownership of 5,000,000 Class A ordinary shares of Maase Inc. (symbol MAAS). The stake equals 19.29 % of Maase’s outstanding ordinary shares (based on 25,917,241 total shares as of 18 Jul 2025) but confers only 0.73 % of aggregate voting power because each Class B share carries 100 votes versus one vote for each Class A share.

Both YF Management and LIU YIF report sole voting and dispositive power over the shares and certify the investment is passive, filed under Rule 13d-1(c). No other persons share voting or dispositive authority and there are no indications of control-seeking activity. A joint filing agreement is the only listed exhibit.

Key addresses: issuer HQ in Chengdu, China; YF Management office in Hong Kong; LIU YIF residence in Singapore. Signatures dated 01 Aug 2025 affirm the accuracy of the disclosure.

Positive

• Transparent disclosure of a 19.29% stake provides investors clarity on significant share concentration.
• Passive Rule 13d-1(c) filing suggests no immediate effort to alter Maase’s strategic direction.

Negative

• Economic stake carries only 0.73% voting power, highlighting a severe dual-class governance imbalance.
• Single investor controls nearly one-fifth of float, increasing ownership concentration risk despite low votes.

Insights

Securities Analyst

TL;DR: 19.29% economic stake revealed; passive filing, minimal voting leverage, no control intent.

The filing introduces a new 5 million-share holder, raising market awareness of concentrated ownership. Because it is a Schedule 13G, the investor states a passive intent, implying no near-term strategic shifts. Economic exposure is sizeable, yet the dual-class structure leaves the holder with less than 1 % voting power, limiting influence over corporate actions. From a valuation perspective the disclosure is largely informational and does not, by itself, alter Maase’s fundamentals or guidance. Overall impact on the stock should be neutral unless future filings show accumulation above 20 % or a switch to a 13D.

Corporate Governance Specialist

TL;DR: Large holding with only 0.73% votes underscores governance imbalance—potential risk for minority investors.

The document illustrates the practical effect of Maase’s dual-class capital structure. An investor can amass nearly one-fifth of the economic interest yet remain nearly voiceless in shareholder matters. Such disparities concentrate power among Class B holders and may hinder accountability. While the filer is passive today, any future attempt to influence policy would be constrained, potentially leading to misalignment between cash-flow ownership and control. Governance-focused investors may view this as a negative signal, especially if additional passive holders with low voting rights emerge.

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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): July 31, 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 July 31, 2025, Casella Waste Systems, Inc. (the “Company”) announced that it has priced the previously announced remarketing of $29.0 million aggregate principal amount of 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. It is expected that $1.0 million of the aggregate principal amount of Bonds will be redeemed by the Company on August 1, 2025 with cash on hand, and the remaining $29.0 million of the aggregate principal amount of Bonds (the “Remarketed Bonds”) will be remarketed on such date. Pursuant to the indenture under which the Bonds were offered (the “Indenture”), the interest rate periods under which the Bonds were previously issued expire on July 31, 2025, and, accordingly, the Bonds are subject to mandatory tender on August 1, 2025. The Company expects that the Bonds will be remarketed on August 1, 2025 at a new interest rate of 5.000% per annum for a new interest rate period commencing on August 1, 2025 and ending on July 31, 2035. The remarketing and redemption are expected to become effective on August 1, 2025, and the Remarketed Bonds are anticipated to be sold and designated as a single bond identified as Series 2015R-3.

The Bonds have been, and the Remarketed Bonds will be, guaranteed by all or substantially all of the Company’s subsidiaries, as required pursuant to the terms of the financing agreement pursuant to which the Issuer loaned the proceeds of the Bonds to the Company. The Bonds and the Remarketed 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 and the Remarketed Bonds are not a debt of the State of Maine and are payable solely from amounts received from the Company under the terms of the Indenture.

The Remarketed 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 Remarketed 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 Remarketed 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 Remarketed Bonds, nor shall there be any sale of the Remarketed 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 July 31, 2025, relating to the remarketing of the Bonds.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.**

101.LAB

Inline XBRL Taxonomy Label Linkbase Document.**

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document.**

104

Cover 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 Remarketed 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,” “will,” “would,” “intend,” “estimate,” “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

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remarketing or redemption of the Bonds will be completed, that the Bond proceeds will be available or applied as expected, or that it actually 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 Remarketed Bonds, the receipt of all necessary consents and the satisfaction of all other closing conditions with respect to the remarketing of the Remarketed 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, 2024 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 or redemption 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.

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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

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FAQ

How many Maase (MAAS) shares does YF Management own?

YF Management Company Ltd. beneficially owns 5,000,000 Class A shares of Maase Inc.

What percentage of Maase’s share class is held by LIU YIF?

The filing reports 19.29 % of total ordinary shares are beneficially owned by LIU YIF via YF Management.

How much voting power does the 19.29% stake represent?

Because of Maase’s dual-class structure, the stake equals only 0.73 % of aggregate voting power.

Is the investor seeking control of Maase Inc.?

No. The Schedule 13G is filed under Rule 13d-1(c), indicating a passive investment with no control intent.

Where is YF Management located?

Principal office: RM 1604, 16/F, OFFICEPLUS@SHEUNG WAN, 93-103 Wing Lok St, Hong Kong.