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

Rhea-AI Filing Summary

Oblong, Inc. (Nasdaq: OBLG) has filed Pre-Effective Amendment No. 2 to a Form S-3 shelf. The statement registers up to 4,178,249 common shares for resale by current holders, sourced from: (i) 1,989,392 shares underlying June 2025 $0.0001 pre-funded warrants sold for $7.5 m; (ii) 1,138,387 shares issuable on conversion/exercise of Series F preferred stock and related warrants from the March 2023 $6.4 m financing; (iii) 99,470 2025 placement-agent warrant shares; (iv) 100,000 advisor-warrant shares; and (v) 851,000 supplement/common-warrant shares.

• The company receives no proceeds from stockholder resales.
• If exercised for cash, outstanding common, pre-funded, placement-agent and advisor warrants could yield ≈$7.1 m; preferred and supplement warrants could add ≈$60.9 m.

Post 1-for-40 reverse split (Aug 2024) OBLG had 1.91 m shares outstanding (15 Jul 2025) versus >20 m reserved, signalling heavy potential dilution. Series F preferred carries a 9 % dividend (20 % on default) and converts at $3.77 with a floor.

The filing satisfies registration-rights linked to the 2023 and 2025 private placements. Cash raised to date totals ≈$11.9 m (placements plus warrant exercises) and is earmarked for general corporate use while management pivots from Mezzanine™ video-collaboration products toward AI and digital-asset projects within Bittensor.

Key risks: significant dilution pressure, possible Nasdaq delisting, regulatory uncertainty around digital assets, dividend obligations on preferred stock, and continued reliance on external capital.

Positive

• $7.5 m cash already secured from June 2025 pre-funded warrant sale.
• Shelf registration may ease resale liquidity and set the stage for $7.1 m in potential warrant-exercise proceeds if share price rises.
• Strategic shift to AI/decentralised-compute markets could open higher-growth opportunities.

Negative

• Registration covers shares equal to ~220 % of current float, signalling heavy future dilution.
• Series F preferred accrues 9 % dividends (20 % on default) and has alternative conversion at discounts, adding pressure.
• Nasdaq listing remains at risk; another bid-price breach within 1 yr triggers immediate delisting notice.
• Digital-asset strategy introduces significant regulatory, liquidity and valuation uncertainties.

Insights

Capital-Markets Analyst

TL;DR Dilution-heavy resale shelf; cash only if warrants exercise; liquidity boost but equity overhang persists.

The S-3/A registers shares equal to 2.2× current float, removing resale restrictions on 2023/2025 investors. While neutral to cash today, the filing is prerequisite for up to $7 m in potential warrant-exercise inflows and a theoretical $60 m from preferred-related warrants. However, execution prices ($3.77–$4.71) sit near market ($4.04), limiting exercise likelihood without price appreciation. Conversion of all pref/warrants would push pro-forma share count above 22 m, a >10× increase, pressuring valuation multiples. The shelf underscores management’s dependence on equity markets to fund its AI pivot.

Regulatory & Digital-Asset Specialist

TL;DR AI/crypto pivot raises novel regulatory and listing risks on top of dilution.

OBLG plans to deploy fresh capital into Bittensor staking and broader digital-asset strategies. The prospectus adds extensive risk language: potential SEC or CFTC re-characterisation, Investment Company Act exposure, money-transmitter rules, and volatility of digital assets. Coupled with Nasdaq bid-price scrutiny after last year’s 1-for-40 reverse split, investors face layered uncertainty. Any adverse regulatory development could block the pivot and impair warrant-exercise economics, reducing the chance of additional cash reaching the balance sheet.

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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 29, 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 2.02 Results of Operations and Financial Condition.									3
Item 7.01 Regulation FD Disclosure.									3
Item 9.01 Financial Statements and Exhibits.									4
SIGNATURES									5
EX-99.1
EX-104

2

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2025, Republic Services, Inc. (the Company) issued a press release containing information about the Company’s financial results for the three and six months ended June 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Updated Full-Year 2025 Financial Guidance

Our guidance is based on current economic conditions.

The Company expects full-year revenue to be in a range of $16,675 million to $16,750 million.

Net income attributable to Republic Services, Inc. is expected to be in a range of $2,090 million to $2,100 million for 2025. The Company reiterated its full-year adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("adjusted EBITDA") guidance and expects to be in a range of $5,275 million to $5,325 million. Adjusted EBITDA consists of net income, plus provision for income taxes, which is expected to be in a range of $485 million to $490 million, plus interest expense, net, which is expected to be $570 million, plus depreciation, depletion, amortization and accretion, which is expected to be in a range of $1,920 million to $1,930 million, plus loss from unconsolidated equity method investments, which is expected to be $170 million, plus restructuring charges, which is expected to be $15 million, plus labor disruptions, which is expected to be in a range of $25 million to $50 million.

We believe that presenting adjusted EBITDA provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods.

Diluted earnings per share is expected to be in a range of $6.72 to $6.74 for the full year. The Company reiterated its adjusted diluted earnings per share guidance for 2025 and expects to be in a range of $6.82 to $6.90. Adjusted diluted earnings per share excludes the impact of restructuring charges and charges for labor disruptions.

We believe that the presentation of adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs, and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.

Cash provided by operating activities is expected to be in a range of $4,230 million to $4,290 million for the full year. Adjusted free cash flow for 2025 is expected to be in a range of $2,375 million to $2,415 million. Adjusted free cash flow consists of cash provided by operating activities, less property and equipment received, which is expected to be in a range of $1,895 million to $1,935 million, plus proceeds from the sale of property and equipment of approximately $10 million, and is exclusive of cash paid for restructuring activities of approximately $10 million, net of tax, and of cash paid related to labor disruptions in the range of $20 to $40 million, net of tax.

We believe that presenting adjusted free cash flow guidance provides useful information regarding our recurring cash provided by operating activities after certain expenditures or recoveries. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary expenditures because it excludes certain expenditures that are required or to which we have committed, such as debt service requirements and dividend payments. Our definition of adjusted free cash flow may not be comparable to similarly titled measures presented by other companies.

For a reconciliation of adjusted EBITDA to net income attributable to Republic Services, Inc. guidance, adjusted diluted earnings per share to diluted earnings per share guidance and adjusted free cash flow to cash provided by operating activities guidance, see page 14 and page 15 of the press release included as Exhibit 99.1 hereto.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press release of Republic Services, Inc. issued July 29, 2025 to announce the financial results for the three and six months ended June 30, 2025.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

4

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 29, 2025			By:			/s/    BRIAN DELGHIACCIO
									Brian DelGhiaccio
									Executive Vice President, Chief Financial Officer (Principal Financial Officer)
Date:			July 29, 2025			By:			/s/    ELYSE M. CARLSEN
									Elyse M. Carlsen
									Vice President and Chief Accounting Officer (Principal Accounting Officer)

5

FAQ

How many OBLG shares are being registered in this Form S-3/A?

The shelf covers 4,178,249 common shares issuable from warrants and preferred-stock conversions.

Will Oblong receive cash from this resale offering?

No. Proceeds go to selling stockholders. Oblong only benefits if existing warrants are exercised for cash.

What is the potential cash inflow if all warrants are exercised?

Cash-exercise could raise ≈$7.1 million from common, pre-funded, placement-agent and advisor warrants, plus ≈$60.9 million from preferred-related warrants.

How many shares are currently outstanding after the reverse split?

As of 15 Jul 2025, Oblong had 1,914,627 common shares outstanding.

Why is dilution a key risk for OBLG investors?

Registered shares and reserved warrants total over 20 million; full conversion could expand the share count more than ten-fold, pressuring share price.

What new business direction is Oblong pursuing?

Management plans to pivot from Mezzanine™ collaboration hardware toward AI and digital-asset initiatives within the Bittensor ecosystem.