[8-K] Republic Services Inc. Reports Material Event

Rhea-AI Filing Summary

NXP Semiconductors (NXPI) Q2-25 10-Q highlights:

• Revenue fell 6.4 % YoY to $2.93 bn and 3.2 % QoQ; six-month sales down 7.9 % to $5.76 bn.
• Gross margin declined 390 bp YoY to 53.4 % (54.2 % YTD). Operating margin slipped to 23.5 % (24.5 % YTD) on softer pricing, mix and $67 m restructuring costs.
• EPS diluted $1.75 vs $2.54; YTD $3.67 vs $5.01.
• Cash flow: $1.34 bn operating cash, $222 m cap-ex → $1.12 bn FCF before acquisitions; cash balance $3.17 bn after $679 m net TTTech Auto purchase, $507 m buybacks and $515 m dividends.
• Balance sheet: Net debt rose to $8.31 bn (leverage ~1.8× EBITDA est.); short-term debt up to $2.0 bn (commercial paper). Working capital stable; inventory $2.36 bn (126 days).
• M&A / strategic moves: Closed $766 m TTTech Auto acquisition to boost software-defined vehicle stack; agreed to sell MEMS sensors line (held for sale $294 m) to STMicro for up to $950 m. Pending Aviva Links and Kinara deals.
• Guidance & risks: Management notes demand softness in Industrial, CI&O segments; automotive flat. CEO transition to Rafael Sotomayor by Oct-25. Legal accruals $246 m for Motorola injury suits; potential extra exposure $245 m partly insured.
• Liquidity: $5.67 bn available (cash + $2.5 bn RCF). Dividend maintained at $1.014/quarter; share repurchase ongoing.

Overall, results show cyclical slowdown but solid profitability, disciplined cash return and strategic portfolio reshaping.

Positive

• Operating cash flow of $1.34 bn YTD supported $1.02 bn combined dividends and buybacks while funding acquisitions.
• Automotive revenue held flat YoY, evidencing resilience amid broader semiconductor softness.
• TTTech Auto acquisition adds $351 m of identified intangibles and strategic software capabilities.
• Planned sale of MEMS sensors line for up to $950 m expected to release capital and sharpen focus.

Negative

• Revenue down 6.4 % YoY; Industrial & IoT −11 %, CI&O −27 %.
• Gross margin contracted 390 bp YoY; pricing and mix headwinds persist.
• Legal contingencies remain sizeable ($246 m accrual; up to $245 m additional exposure).
• Net debt rose to $8.3 bn; short-term borrowings surged to $2.0 bn.

Insights

Sell-side Semiconductor Analyst

TL;DR: Soft topline, margins resilient; cash returns continue, strategic M&A/divestiture de-risk portfolio.

Year-on-year revenue erosion reflects inventory digestion in Industrial/CI&O, while Automotive proved stable. Despite 390 bp GM compression, 23.5 % EBIT margin underscores cost discipline; however, rising restructuring and legal reserves weigh on GAAP EPS. Free cash generation remains strong (>$1 bn YTD) funding $1 bn shareholder returns and TTTech Auto buyout without stressing liquidity. Net leverage below 2× is comfortable. MEMS divestiture for up to $950 m is value-accretive and signals focus on core mixed-signal and automotive compute franchises. Near-term catalysts hinge on demand recovery and TTTech integration; downside risks include legal liabilities, macro uncertainty and elevated inventory.

Portfolio Manager – Tech Growth Fund

TL;DR: Defensive positioning with cash flow, but growth narrative muted until 2H-26.

NXP’s 6-7 % revenue contraction aligns with peers, yet margins outperform, validating its pricing power and fab-light model. Acquisition of TTTech Auto strengthens software stack, critical for ADAS/SDV roadmap, potentially lifting TAM and ASPs from 2026. Stock buybacks at ~$204 m in Q2 signal confidence. Still, Industrial weakness and China uncertainty cap near-term upside; EPS now tracking ~10 % below 2024. I view filing as neutral—supportive of long-term thesis but not an immediate catalyst.

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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 23, 2025

Republic Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-14267

65-0716904

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

18500 North Allied Way
Phoenix,			Arizona						85054
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (480) 627-2700

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:

☐ 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			Name of exchange on which registered
Common Stock, par value $0.01 per share			RSG			New York Stock Exchange

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. o

TABLE OF CONTENTS

Item 8.01 Other Events.									3
Item 9.01 Financial Statements and Exhibits.									3
SIGNATURES									4
EX-99.1
EX-104

2

Item 8.01 Other Events.

On July 23, 2025, the Board of Directors of Republic Services, Inc. (the "Company") approved a 4.5 cent increase in the Company's regular quarterly dividend to $0.625 per share. The dividend will be paid on October 15, 2025 for shareholders of record on October 2, 2025. The Company issued a press release announcing the increased dividend, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press release of Republic Services, Inc. issued July 24, 2025 to announce the Board of Director's approval of a 4.5-cent increase in the Company's regular quarterly dividend to $0.625 per share.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

3

SIGNATURES

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.

						REPUBLIC SERVICES, INC.
Date:			July 24, 2025			By:			/s/ Catharine D. Ellingsen
									Catharine D. Ellingsen
									Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary

4

FAQ

How did NXPI’s Q2-25 revenue compare to last year?

Q2-25 revenue was $2.93 bn, a 6.4 % decrease from $3.13 bn in Q2-24.

What is NXP’s current gross and operating margin?

GAAP gross margin is 53.4 %; operating margin is 23.5 % for Q2-25.

How much cash did NXP return to shareholders in Q2-25?

The company paid $257 m in dividends and repurchased $204 m of shares, totaling $461 m.

Why did net debt increase during the quarter?

Net debt rose to $8.3 bn due to funding the $679 m TTTech Auto acquisition and higher commercial paper balances.

What is the status of the MEMS sensors business?

Classified as held for sale; NXP agreed to sell it to STMicro for up to $950 m, closing expected in 2026.

When will the CEO transition occur?

Rafael Sotomayor becomes CEO after Kurt Sievers retires on 28 Oct 2025; Sievers remains advisor through year-end.