0001060391false00010603912026-02-102026-02-10
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): February 10, 2026
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.) |
| | | | | | | | | | | |
| | | | |
| 5353 East City North Drive | | |
| Phoenix, | Arizona | | 85054 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (480) 627-2700
18500 North Allied Way
Phoenix, Arizona 85054
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | | | 3 |
Item 8.01 Other Events. | | | 3 |
Item 9.01 Financial Statements and Exhibits. | | | 3 |
| | | |
SIGNATURES | | | 4 |
| EX-99.1 |
| EX-104 |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 10, 2026, the Board of Directors (the “Board”) of Republic Services, Inc. (“Republic”) appointed Ian Craig, 53, to serve on the Board, effective immediately. Mr. Craig will initially be a member of the Board’s Audit Committee and Sustainability & Corporate Responsibility Committee.
Mr. Craig will receive equity and cash compensation in accordance with Republic’s previously adopted compensation arrangements for non-employee directors, including: (1) an annual grant of restricted stock units (“RSUs”) that have a fair market value of $230,000 as of the grant date, with the grant for 2026 to be prorated for the portion of the year following his appointment to the Board; and (2) an annual retainer of $100,000, to be prorated for the portion of 2026 following his appointment to the Board. In addition, at the end of any quarter in which dividends are distributed to stockholders, Republic’s non-employee directors, including Mr. Craig, receive additional RSUs with a value (based on the closing price of Republic common stock on the dividend payment date) equal to the value of dividends they would have received on all RSUs they held on the dividend payment date. The RSUs vest immediately upon grant and will be settled through the issuance of shares of Republic common stock upon the director’s termination of service from the Board or three years after they are granted, unless they are deferred into Republic’s Deferred Compensation Plan.
There is no arrangement or understanding between Mr. Craig and any other persons pursuant to which he was selected as a director. Mr. Craig has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On February 12, 2026, Republic issued a press release announcing Mr. Craig’s election to the Board. A copy of this press release is incorporated herein by reference as Exhibit 99.1.
On February 10, 2026, the Board of Directors of Republic Services, Inc. declared a regular quarterly dividend of $0.625 per share for shareholders of record on April 2, 2026. The dividend will be paid on April 15, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | |
| | | |
| Exhibit No. | | Description |
99.1 | | Press release, dated February 12, 2026, announcing the appointment of Mr. Craig |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| | |
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: | February 12, 2026 | By: | /s/ Catharine D. Ellingsen |
| | | Catharine D. Ellingsen |
| | | Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary |
Exhibit 99.1
Republic Services, Inc. Appoints Ian Craig
to its Board of Directors
PHOENIX (February 12, 2026) – Republic Services, Inc. (NYSE: RSG), a leader in the environmental services industry, today announced that Ian Craig has been appointed to its board of directors. The company’s board now consists of 13 members, including 12 independent directors.
Craig, 53, currently serves as chief executive officer of Coca-Cola FEMSA, Latin America's largest bottling company, operating in 10 countries with $16 billion in annual revenue and a market capitalization of $23 billion. Under Craig's leadership, Coca-Cola FEMSA has accelerated its digital transformation and sustainability initiatives, including driving renewable energy use in its plants and implementing impactful plastic bottle collection programs.
Prior to becoming CEO in 2023, Craig held numerous leadership positions at Coca-Cola FEMSA including chief operating officer for Brazil and Argentina, and various financial leadership roles. Throughout his career, he has demonstrated expertise in strategic growth, having led more than $7 billion in mergers and acquisitions across Latin America.
"Ian brings exceptional international business experience and a strong track record of operational excellence to our board," said Manny Kadre, chairman of the board at Republic Services. "His expertise in digital transformation and sustainability initiatives aligns perfectly with Republic's commitment to environmental stewardship and innovation."
"Ian's proven ability to drive growth in complex markets and his focus on sustainability initiatives will be invaluable as we continue to expand our business," said Michael Larson, Republic Services board member and chair of the Nominating and Corporate Governance Committee. "His perspective on building digital platforms and implementing AI-enabled capabilities will help advance our strategic priorities."
Craig earned an MBA from the University of Chicago, a master's degree in international commercial law and a bachelor's degree in industrial and systems engineering from Mexico's Instituto Tecnológico y de Estudios Superiores de Monterrey.
About Republic Services
Republic Services, Inc. is a leader in the environmental services industry. Through its subsidiaries, the Company provides customers with the most complete set of products and services, including recycling, solid waste, special waste, hazardous waste and field services. Republic’s industry-leading commitments to advance circularity and support decarbonization are helping deliver on its vision to partner with customers to create a more sustainable world. For more information, please visit RepublicServices.com.
###
| | | | | |
| For more information, contact: | |
Media Inquiries | Investor Inquiries |
Roman Blahoski (480) 718-0328 | Aaron Evans (480) 718-0309 |
media@RepublicServices.com | investor@RepublicServices.com |