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[8-K] CASELLA WASTE SYSTEMS INC Reports Material Event

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Form Type
8-K

Rhea-AI Filing Summary

Casella Waste Systems, Inc. entered into a new equipment Master Lease with Huntington National Bank, allowing Casella and certain subsidiaries to lease or finance motor vehicles and other equipment over time under separately agreed lease schedules.

Casella and the co-lessees also signed an Interim Agreement under which Huntington may finance progress payments for equipment expected to be placed on future lease schedules, with a maximum outstanding amount of $20.0 million. These advances bear interest at one month term SOFR plus 0.11448% and are expected to be capitalized into the related lease amounts.

Casella’s board approved entering into lease schedules under this Master Lease and an existing Banc of America master lease in an aggregate amount of up to $250.0 million at any time outstanding, aligned with permitted indebtedness and lease limits in Casella’s existing credit agreement. The new arrangements are guaranteed by the co-lessees, secured by the financed equipment, and include customary covenants, events of default, and remedies.

Positive

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Negative

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Insights

Casella adds flexible, secured lease capacity for fleet and equipment.

Casella Waste Systems and subsidiaries have put in place a Master Lease with Huntington National Bank plus an Interim Agreement for progress-payment financing. This structure supports ongoing investment in motor vehicles and equipment without a fixed overall commitment from the lender.

The Interim Agreement allows up to $20.0 million outstanding in short-term financing for equipment under construction, at a floating rate of one month term SOFR plus 0.11448%. Casella’s board also authorized up to $250.0 million in aggregate lease schedules across this and an existing Banc of America lease, matching baskets in the existing Credit Agreement.

Obligations are guaranteed by each co-lessee and secured by the leased or financed equipment, with customary events of default and remedies such as acceleration and lease termination. Actual balance and risk will depend on how much of the authorized leasing capacity Casella ultimately uses for fleet and equipment investments.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Interim Agreement capacity $20.0 million Maximum outstanding financing under Interim Agreement No. 1
Interim interest rate spread one month term SOFR + 0.11448% Per annum rate on Interim Agreement advances
Board-approved lease capacity $250.0 million Aggregate lease schedules across Huntington and Banc of America master leases
Form type 8-K Current report disclosing material definitive agreement and financial obligation
Master Lease number No. 68105 Identifier for Huntington Master Lease agreement with co-lessees
Interim Agreement number No. 1 Identifier for Interim Agreement tied to Master Lease
Master Lease Agreement No. 68105 financial
"entered into a Master Lease Agreement No. 68105 and an Addendum"
Interim Agreement No. 1 financial
"entered into Interim Agreement No. 1 with HNB (the “Interim Agreement”)"
one month term SOFR financial
"shall bear interest at a per annum rate of one month term SOFR plus 0.11448%"
events of default financial
"contain customary events of default, including payment defaults, breaches of covenants"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
cross defaults financial
"including payment defaults, breaches of covenants and/or certain representations and warranties, cross defaults"
Second Amended and Restated Credit Agreement financial
"Huntington National Bank is currently a lender under Casella’s Second Amended and Restated Credit Agreement"
A second amended and restated credit agreement is a company’s loan contract that has been changed twice and rewritten into a single, updated document so all the terms are clear in one place. Investors care because it alters the company’s debt rules — such as interest rates, repayment schedule, and covenants — which affects cash flow, default risk, and the ability to invest or pay dividends; think of it like refinancing and reorganizing a mortgage that changes monthly payments and rules.
Understanding 8-K Material Events →
0000911177false00009111772026-04-202026-04-20

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): April 20, 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 1.01 Entry into a Material Definitive Agreement.
On April 20, 2026, Casella Waste Systems, Inc. (“Casella”), and certain of its subsidiaries (each a “Subsidiary,” and collectively, the “Subsidiaries,” and together with Casella, the “Co-Lessees”), entered into a Master Lease Agreement No. 68105 and an Addendum to Master Lease Agreement No. 68105 (Co-Lessee) (collectively, the “Master Lease”) with Huntington National Bank (“HNB”) for the purpose of leasing or financing motor vehicles and other equipment from HNB from time to time on terms to be agreed. The Master Lease does not contain any commitment on behalf of HNB or any limit on the amount of motor vehicles and other equipment that can be leased or financed under the Master Lease, and any leases of equipment and motor vehicles and the amount and terms of such leases must be agreed from time by one or more Co-Lessees and HNB and evidenced by the execution and delivery of Lease Schedules (TRAC) and related documents with respect to the lease of the motor vehicles and other equipment to be identified therein. In addition, on April 20, 2026, in connection with the Master Lease, Casella and the other Co-Lessees entered into Interim Agreement No. 1 with HNB (the “Interim Agreement”) pursuant to which HNB may provide from time to time, on an uncommitted basis, financing for progress payments to be made on behalf of Casella and the Co-Lessees to vendors for motor vehicles and other equipment that is anticipated to be placed on a Lease Schedule (TRAC) under the Master Lease upon delivery to and acceptance by a Co-Lessee. The maximum outstanding amount of financing from time to time under the Interim Agreement is $20.0 million. Amounts advanced under the Interim Agreement shall bear interest at a per annum rate of one month term SOFR plus 0.11448%, and unless extended or otherwise agreed, shall be due and payable by the date specified in the applicable advance request, and shall be paid by capitalizing the total amount advanced (including interest) and including such amount in the total lease amount of the applicable Lease Schedule (TRAC) upon execution thereof. Casella’s board of directors approved the Co-Lessees’ entry from time to time into one or more Leases Schedules under the Master Lease (together with lease schedules under Casella’s previously filed Master Equipment Lease Agreement with Banc of America Leasing & Capital LLC dated July 20, 2020, as amended) in an aggregate amount of up to $250.0 million at any time outstanding, which amount corresponds to the applicable permitted indebtedness, finance lease and lien baskets under Casella’s Credit Agreement (defined below).
Huntington National Bank is currently a lender under Casella’s Second Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of September 27, 2024, as amended, by and among Casella, all or substantially all of its subsidiaries, Bank of America, N.A. as administrative agent, and the lenders party thereto.
The obligations of each Co-Lessee under the Master Lease, the Lease Schedules (TRAC), the Interim Agreement and the related documents are guaranteed by each other Co-Lessee and are secured by the grant of certain setoff rights and a security interest in the Co-Lessees’ interests in any equipment leased or financed under the foregoing documents, instruments and agreements, and proceeds thereof, and certain rights or property related thereto.
The documents relating to the Master Lease and Interim Agreement contain customary indemnification and termination provisions. In addition, the Master Lease and Interim Agreement contain customary events of default, including payment defaults, breaches of covenants and/or certain representations and warranties, cross defaults, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. The Master Lease and Interim Agreement also contain remedies for such events of default, including termination of the Master Lease, the discontinuation of the use of any leased equipment, the acceleration of the rental payments under the Master Lease and advance payments under the Interim Agreement, and other remedies customary for this type of transaction.
The foregoing description is qualified in its entirety by reference to the Master Lease Agreement No. 68105, Addendum to Master Lease Agreement No. 68105 (Co-Lessee) and the Interim Agreement No. 1, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The discussion of the Master Lease set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01     Financial Statements and Exhibits.
(d) Exhibits.    
2

EXHIBIT INDEX
Exhibit No.Exhibit Description
10.1
Master Lease No. 68105 (Co-Lessee) dated April 20, 2026 by and between Huntington National Bank and Casella Waste Systems, Inc.
10.2
Addendum to Master Lease Agreement No. 68105 (Co-Lessee) dated April 20, 2026 by and among Huntington National Bank, Casella Waste Systems, Inc., and the subsidiaries of Casella Waste Systems, Inc. party thereto
10.3
Interim Agreement No. 1 dated April 20, 2026 by and among Huntington National Bank, Casella Waste Systems, Inc. and the subsidiaries of Casella Waste Systems, Inc. party thereto
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.

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: April 22, 2026 By: /s/ Bradford J. Helgeson
  Bradford J. Helgeson
  Executive Vice President and Chief Financial Officer

4

Source: View Original Filing on SEC EDGAR

FAQ

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

Casella Waste Systems reported entering a Master Lease and related Interim Agreement with Huntington National Bank. These arrangements let Casella and subsidiaries lease or finance motor vehicles and equipment under separate schedules with customary guarantees, collateral in the equipment, and standard default and remedy provisions.

How much financing is available under Casella’s Interim Agreement with Huntington National Bank?

The Interim Agreement permits up to $20.0 million outstanding in progress-payment financing. Huntington may advance funds for motor vehicles and equipment expected to be placed on lease schedules, with each advance later capitalized into the total lease amount when the related lease schedule is executed.

What interest rate applies to advances under Casella Waste Systems’ Interim Agreement?

Advances under the Interim Agreement bear interest at one month term SOFR plus 0.11448% per year. Unless otherwise agreed or extended, amounts are due by the date specified in each advance request and are intended to be rolled into the applicable lease schedule’s total lease amount.

How much lease capacity did Casella’s board approve under the Master Lease arrangements?

Casella’s board approved entering into lease schedules under the new Huntington Master Lease and an existing Banc of America master lease in an aggregate amount of up to $250.0 million outstanding. This total aligns with permitted indebtedness, finance lease, and lien baskets under Casella’s existing credit agreement.

How are Casella’s obligations under the Master Lease and Interim Agreement secured?

Each co-lessee’s obligations are guaranteed by the other co-lessees and secured by a security interest in the equipment leased or financed under the documents. The security package also includes related rights, property, proceeds, and certain setoff rights, together with customary events of default and enforcement remedies.

What type of financial obligation does this create for Casella Waste Systems (CWST)?

The Master Lease and Interim Agreement create direct, secured obligations for Casella and its co-lessees, as reflected under Item 2.03. These obligations are tied to future lease schedules and interim advances, with potential acceleration, lease termination, and other remedies if specified events of default occur.

Filing Exhibits & Attachments

6 documents

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