Waste Management (WM) revises EBITDA and leverage covenant in credit deal

Rhea-AI Filing Summary

Waste Management, Inc. entered into Amendment No. 2 to its Seventh Amended and Restated Revolving Credit Agreement on March 20, 2026. The amendment changes the definitions of EBIT and EBITDA used in the leverage ratio covenant so that equity-based compensation and interest accretion can be added back as non-cash items.

These changes are described as intended to enhance comparability by aligning the covenant calculations with how certain industry peers treat these non-cash expenses. The amendment applies to the existing revolving credit facility among Waste Management, its Canadian subsidiaries as borrowers, and Bank of America, N.A. as administrative agent.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 20, 2026

Waste Management, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		1-12154		73-1309529
(State or Other Jurisdiction  of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 Capitol Street, Suite 3000, Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone number, including area code: (713) 512-6200

(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(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	WM	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. ¨

Item 1.01 Entry into a Material Definitive Agreement

On March 20, 2026, Waste Management, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to its Seventh Amended and Restated Revolving Credit Agreement dated May 8, 2024 (as amended and restated, the “Credit Agreement”) among the Company, Waste Management of Canada Corporation and WM Quebec Inc., as the Borrowers, Waste Management Holdings, Inc., as Guarantor, the banks party thereto from time to time, and Bank of America, N.A., as Administrative Agent. The Amendment modifies the definitions of EBIT and EBITDA in the Credit Agreement to allow for the add back of equity-based compensation and interest accretion as non-cash items for purposes of the leverage ratio financial covenant calculation, as set forth in Section 9 of the Credit Agreement. These changes are intended to enhance comparability by aligning the components of EBIT and EBITDA with how certain industry peers approach the treatment of these non-cash items within their covenant calculations.

The above description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as an exhibit hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit Number		Description
10.1		Amendment No. 2 to Seventh Amended and Restated Revolving Credit Agreement, dated as of March 20, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

2

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.

	WASTE MANAGEMENT, INC.
Date: March 25, 2026	By:	/s/ Charles C. Boettcher
		Charles C. Boettcher
		Executive Vice President and Chief Legal Officer

FAQ

What did Waste Management (WM) change in its credit agreement EBIT and EBITDA definitions?

Waste Management amended its revolving credit agreement to allow equity-based compensation and interest accretion to be added back as non-cash items in EBIT and EBITDA. These revised definitions directly affect how the company’s leverage ratio covenant is calculated under the facility.

Why did Waste Management (WM) update its leverage ratio covenant calculation?

The company stated the changes are intended to enhance comparability by aligning EBIT and EBITDA components with how certain industry peers treat similar non-cash items in covenant calculations. This focuses on equity-based compensation and interest accretion within the leverage ratio.

Which agreement did Waste Management (WM) amend on March 20, 2026?

Waste Management entered into Amendment No. 2 to its Seventh Amended and Restated Revolving Credit Agreement dated May 8, 2024. The facility involves Waste Management, certain Canadian subsidiaries as borrowers, Waste Management Holdings as guarantor, and Bank of America, N.A. as administrative agent.

Does the Waste Management (WM) amendment affect EBIT and EBITDA only for covenant purposes?

The amendment specifically modifies the definitions of EBIT and EBITDA used for the leverage ratio financial covenant under the revolving credit agreement. It focuses on adding back certain non-cash items within that covenant calculation, rather than broadly redefining these measures in all contexts.

Who are the parties to Waste Management’s amended revolving credit facility?

The revolving credit agreement includes Waste Management, Inc., Waste Management of Canada Corporation and WM Quebec Inc. as borrowers, Waste Management Holdings, Inc. as guarantor, various banks as lenders, and Bank of America, N.A. serving as administrative agent under the amended facility.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 100.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB