[8-K] REPUBLIC SERVICES, INC. Reports Material Event

Rhea-AI Filing Summary

Republic Services agreed to sell $700,000,000 aggregate principal amount of 4.750% notes due 2031 and $500,000,000 aggregate principal amount of 5.000% notes due 2036 in an underwritten public offering.

The notes are being sold under an existing shelf registration on Form S-3, with BofA Securities and Wells Fargo Securities acting as representatives of the underwriters. The offering is expected to close on or about June 26, 2026, and the notes will be issued under the company’s 2009 Indenture as supplemented by a new Seventeenth Supplemental Indenture.

Insights

Corporate debt and capital structure analyst

Republic Services adds long-term fixed-rate debt via two note issues.

Republic Services is issuing $700,000,000 of 4.750% notes due 2031 and $500,000,000 of 5.000% notes due 2036. Both series are underwritten by major banks and sold off a shelf registration, indicating a standard public debt financing.

The notes carry fixed coupons and staggered maturities, which shapes the company’s interest obligations and debt maturity profile over the next decade. Actual impact on leverage, interest expense, and financial flexibility depends on how the proceeds are used, which is not detailed in this excerpt.

The issuance relies on the existing Indenture dated November 25, 2009, supplemented by a Seventeenth Supplemental Indenture effective around June 26, 2026. Subsequent company filings may provide more detail on balance sheet effects and any related debt management actions.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2031 notes size: $700,000,000 aggregate principal amount 2031 notes coupon: 4.750% 2036 notes size: $500,000,000 aggregate principal amount +3 more

6 metrics

2031 notes size $700,000,000 aggregate principal amount 4.750% notes due 2031

2031 notes coupon 4.750% Interest rate on notes due 2031

2036 notes size $500,000,000 aggregate principal amount 5.000% notes due 2036

2036 notes coupon 5.000% Interest rate on notes due 2036

Expected closing date June 26, 2026 Expected closing of notes offering

Base Indenture date November 25, 2009 Original Indenture governing the notes

Key Terms

Underwriting Agreement, Indenture, Seventeenth Supplemental Indenture, Registration Statement on Form S-3, +1 more

5 terms

Underwriting Agreement financial

"pursuant to the Underwriting Agreement, dated June 22, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Indenture financial

"Each series of Notes will be issued pursuant to that certain Indenture, dated November 25, 2009"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Seventeenth Supplemental Indenture financial

"as supplemented by the Seventeenth Supplemental Indenture, to be dated on or about June 26, 2026"

Registration Statement on Form S-3 regulatory

"was registered under the Securities Act of 1933 ... by a Registration Statement on Form S-3 (No. 333-286741)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

aggregate principal amount financial

"sell $700,000,000 aggregate principal amount of its 4.750% notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001060391 0001060391 2026-06-22 2026-06-22

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): June 22, 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)		(I.R.S. 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

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. ☐

TABLE OF CONTENTS

Item 8.01 Other Events.		3
Item 9.01 Financial Statements and Exhibits.		3
SIGNATURES		4
EX-1.1
EX-4.1
EX-4.2
EX-4.3
EX-5.1
EX-23.1
EX-104

2

Item 8.01 OTHER EVENTS.

On June 22, 2026, Republic Services, Inc. (the “Company”) agreed to sell $700,000,000 aggregate principal amount of its 4.750% notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of its 5.000% notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated June 22, 2026 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about June 26, 2026, subject to customary closing conditions.

Each series of Notes will be issued pursuant to that certain Indenture, dated November 25, 2009 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Seventeenth Supplemental Indenture, to be dated on or about June 26, 2026, between the Company and the Trustee (the “Seventeenth Supplemental Indenture”). The offer and sale of the Notes was registered under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 (No. 333-286741).

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The form of Seventeenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of 2031 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K. The form of 2036 Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K. In connection with the issuance of the Notes, the opinion of Covington & Burling LLP with respect to the validity of the Notes is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 22, 2026, among Republic Services, Inc. and BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein
4.1		Form of Seventeenth Supplemental Indenture to the Indenture between Republic Services, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee
4.2		Form of 4.750% Notes due 2031 (included as Exhibit A-1 to Exhibit 4.1)
4.3		Form of 5.000% Notes due 2036 (included as Exhibit A-2 to Exhibit 4.1)
5.1		Opinion of Covington & Burling LLP, as to the validity of the Notes
23.1		Consent of Covington & Burling LLP (contained in Exhibit 5.1 hereto)
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: June 23, 2026				By:		/s/ Elyse M. Carlsen
						Elyse M. Carlsen
						Vice President and Chief Accounting Officer

4

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 249.6 KB
• EX-4.1 EX-4.1 121.2 KB
• EX-5.1 EX-5.1 7.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB