What changed in this filing

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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-14 · 80 added, 76 removed, 262 unchanged (37% of the section changed)

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Words such as “guidance,” “expect,” “will,” “may,” “anticipate,” “plan,” “estimate,” “project,” “intend,” “should,” “can,” “likely,” “could,” “outlook” and similar expressions are intended to identify forward-looking statements.

Among other sections of this Form 10-K, the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements.

Among other sections of this Form 10-K, the Business, Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements.

These statements include statements about our plans, strategies and prospects.

Forward-looking statements are not guarantees of performance.

These statements are based upon the current beliefs and expectations of our management and are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.

These statements are based upon the current beliefs and expectations of our management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may not prove to be correct.

Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are:

• general economic and market conditions, including inflation and changes in fuel, interest rates, international trade restrictions, labor, risk, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk;

• fluctuations in prices for recycled commodities that we sell to customers;

• general economic and market conditions, including inflation and changes in fuel costs, interest rates, tariffs and international trade restrictions, labor, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk;

• fluctuations in prices and demand for recycled commodities that we sell to customers;

• whether our estimates and assumptions concerning critical accounting issues are correct or appropriate, including estimates and assumptions concerning selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, projected costs and expenses related to our landfills and property and equipment, fair values of acquired assets and liabilities assumed in our acquisitions and labor, fuel rates and economic and inflationary trends;

• competition and demand for services in the environmental services industry;

• price increases to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel and may cause us to lose volume;

• our ability to increase prices to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel and may cause us to lose volume;

• our ability to manage growth and execute our growth strategy;

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• risks associated with undisclosed liabilities of acquired businesses;

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• risks associated with pending and future legal proceedings, including litigation, audits or investigations brought by or before any governmental body;

• severe weather conditions, including those brought about by climate change, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations;

• compliance with existing and future legal and regulatory requirements, including changes relating to PFAS and other chemicals of emerging concern and limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures;

• compliance with existing and future legal and regulatory requirements, including changes relating to per- and polyfluoroalkyl substances (commonly referred to as PFAS) and other chemicals of emerging concern and limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures;

• our ability to achieve reduction in our greenhouse gas emissions and our other sustainability goals;

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• the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages;

• the negative effect that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills;

• changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies;

• the negative effect on our revenues that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills;

• changes to generally accepted accounting principles or policies;

• the impact of United States and international tax laws and regulations on our business;

• risks related to interruptions and breaches of our information technology systems that could adversely affect, or temporarily disable, all or a portion of our operations or have a negative effect on our infrastructure;

• the negative impact that a cyber-security incident could have on our business and our relationships with customers and employees;

• the negative impact that a significant cyber-security incident could have on our business and our relationships with our employees, customers and vendors;

• acts of war, riots or terrorism, including the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism and the impact of these acts on economic, financial and social conditions in the United States.

The risks included here are not exhaustive.

Refer to the Risk Factors in this Item 1A for further discussion regarding our exposure to risks.

You should be aware that any forward-looking statement in this Annual Report on Form 10-K and the documents incorporated herein by reference or elsewhere, speaks only as of the date on which we make it.

The risks identified in the bullet points above are not exhaustive.

Refer to the Risk Factors below in this Item 1A for further discussion regarding our exposure to risks.

Any forward-looking statement in this Annual Report on Form 10-K and the documents incorporated herein by reference or elsewhere, speaks only as of the date on which we make it.

Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.

You should not place undue reliance on any forward-

looking statement.

You should not place undue reliance on any forward-looking statement.

Except to the extent required by applicable law or regulation, we undertake no obligation to update or publish revised forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K and the documents incorporated by reference, as the case may be, or to reflect the occurrence of unanticipated events.

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Competition for disposal business is primarily based on geographic location, quality of operations and price.

One of our competitors may have greater financial and operational resources than we do.

Certain competitors may have greater financial and operational resources than we do.

Further, many counties and municipalities that operate their own collection and disposal facilities have the benefits of tax revenue and greater opportunities for tax-exempt financing.

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For example, we may not be the successful bidder, we may need to lower our price in order to win or retain a contract, and our competitors may have lower financial expectations that permit them to reduce their prices in order to win a contract.

If we were to lose market share or if we were to lower prices to address competitive issues, it could negatively impact our consolidated financial condition, results of operations and cash flows.

If we were to lose market share or if we were to

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lower prices to address competitive issues, it could negatively impact our consolidated financial condition, results of operations and cash flows.

Increases in the cost of fuel or petrochemicals increase our operating expenses, and we may not be able to recover such cost increases from our customers.

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Part of our fleet of vehicles is powered by CNG and we also operate CNG fueling stations.

We have invested higher upfront capital costs in order to purchase and support our CNG vehicles and fueling stations in order to reduce our overall fleet operating costs through lower fuel expenses and to create a competitive advantage in communities that focus on protecting the environment.

We have invested significant upfront capital costs to purchase and support our CNG vehicles and fueling stations in order to reduce our overall fleet operating costs through lower fuel expenses and to create a competitive advantage in communities that focus on protecting the environment.

CNG is not yet widely adopted in North America.

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We are also susceptible to increases in fuel recovery fees from our vendors.

Fluctuations in prices for recycled commodities that we sell to customers may adversely affect our consolidated financial condition, results of operations and cash flows.

Fluctuations in prices and demand for recycled commodities that we sell to customers may adversely affect our consolidated financial condition, results of operations and cash flows.

We purchase or collect and process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third parties.

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The resale and purchase prices of, and market demand for, recyclable materials are volatile due to changes in economic conditions and numerous other factors beyond our control.

For instance, in 2017 the Chinese government imposed strict limits on the import of recyclable materials, including by restricting the amount of contaminants allowed in imported recycled paper.

These limitations significantly decreased the global demand for recyclable materials and resulted in lower commodity prices.

For instance, several states have passed legislation commonly referred to as Extended Producer Responsibility.

These laws are intended to shift the cost of recycling from consumers to producers while also mandating increased supply, which could lead to lower commodity prices.

Significant price fluctuations or increased operating costs may affect our consolidated financial condition, results of operations and cash flows.

In 2024, approximately 82% of our recycling center volume was fiber-based and included OCC, ONP and other mixed paper.

At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities change both annual revenue and operating income by approximately $13 million.

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For example, we have operations in multiple states that are affected by hurricanes and/or wildfires, and we have seen the impact of storms and associated flooding or other damage in our day-to-day operations and to our infrastructure.

Changing weather patterns and rising temperatures are expected to result in more severe heat waves, fires, storms and other extreme weather events.

Changing weather patterns and rising temperatures are expected to result in more

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severe heat waves, fires, storms and other extreme weather events.

Any of these factors could increase the volume of material collected or processed under our existing contracts (without corresponding compensation), impede our employees' and equipment's ability to operate, result in asset impairment, disrupt our supply chain, delay the development of landfill capacity, or reduce the volume of material generated by our customers.

In addition, while we have business continuity plans in place for severe weather, natural disasters and other emergencies, these events may result in the temporary suspension of our operations, which can significantly affect our operating results in the affected regions during those periods.

The environmental services industry is a capital-intensive industry and our capital expenditures may exceed current expectations, which could require us to obtain additional funding for our operations or impair our ability to grow our business.

The environmental services industry is capital-intensive and our capital expenditures may exceed current expectations, which could require us to obtain additional funding for our operations or impair our ability to grow our business.

Our ability to remain competitive and to grow our business largely depends on our cash flow from operations and access to capital.

If our capital efficiency programs cannot offset the effect of inflation and business growth, it may be necessary to increase the amount we spend.

Additionally, if we make acquisitions or further expand our operations, the amount we spend on capital, capping, closure, post-closure, environmental remediation and other items will increase.

Additionally, as we make acquisitions and further expand our operations, the amount we spend on capital, capping, closure, post-closure, environmental remediation and other items will increase.

Our cash needs also will increase if the expenditures for capping, closure, post-closure and remediation activities increase above our current estimates, which may occur over a long period due to changes in federal, state, provincial, or local government requirements and other factors beyond our control.

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Permits often take years to obtain as a result of numerous hearings and compliance requirements with regard to zoning, environmental and other regulations.

These permits are also often subject to resistance from citizen or other groups and other political pressures.

Local communities and citizen groups, adjacent landowners, governmental agencies and others may oppose the issuance of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage.

Local communities and citizen groups, adjacent landowners, governmental agencies and others have in the past opposed and may in the future oppose the issuance of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage.

Such actions could also create risks related to our reputation, which may limit our ability to do business.

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If our capping, closure, post-closure or remediation costs exceed the amounts accrued, or if such accruals are required to be accelerated, this could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.

Alternatives to landfill disposal could reduce our disposal volumes and cause our revenues and operating results to decline.

Alternatives to landfill disposal, and increasing customer preferences for these alternatives, could reduce our disposal volumes and cause our revenues and operating results to decline.

Most of the states in which we operate landfills require counties and municipalities to formulate comprehensive plans to reduce the volume of solid waste deposited in landfills through waste planning, composting, recycling or other programs.

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Further, many of our customers voluntarily are diverting waste to alternatives to landfill disposal, such as recycling and composting, while also working to reduce the amount of waste they generate.

Many of the largest companies in the United States are setting zero-waste goals in which they strive to send no waste to landfills and some jurisdictions have enacted or are considering waste reduction regulations such as extended producer responsibility, organic diversion and minimum recycled content regulations.

Many of the largest companies in

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the United States are setting zero-waste goals in which they strive to send no waste to landfills and some jurisdictions have enacted or are considering waste reduction regulations such as extended producer responsibility, organic diversion and minimum recycled content regulations.

Although such actions help to protect our environment and reduce the impact of waste on climate change, they have reduced, and will in the future reduce, the volume of waste going to landfills and may affect the prices that we can charge for landfill disposal.

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If we cannot expand our service offerings and grow lines of business to service waste streams that do not go to landfills and to provide services for customers that wish to reduce waste entirely, this could have a negative effect on our consolidated financial condition, results of operations and cash flows.

Further, even if we can develop such service offerings and lines of business, disposal alternatives nonetheless could have a negative effect on our consolidated financial condition, results of operations and cash flows.

Further, even if we can develop such service offerings and lines of business, disposal alternatives nonetheless could negatively affect our consolidated financial condition, results of operations and cash flows.

We could incur charges to income, which could be material, if landfill and transfer station site development projects or expansion projects are not completed, or certain other events occur.

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The business and assets we operate expose us to safety, operational and other risks, including the risk of personal injury to our employees or third parties.

The provision of environmental services, including the operation of our facilities, a substantial fleet of trucks and other waste-related assets, involves risks.

The provision of environmental services, including the operation of our facilities, a substantial fleet of trucks and other environmental services-related assets, involves risks.

These risks include, among others, the risk of truck accidents, equipment defects, malfunctions and failures, improper use of dangerous equipment, the release of hazardous substances, fire and explosion, any of which could result in environmental liability, personal injury, loss of life, business interruption or property damage or destruction.

While we carry insurance to cover many contingencies, and seek to minimize our exposure to these risks through maintenance, training and compliance programs, any substantial losses could have a material adverse effect on our business, results of operations and financial condition.

We may be subject to work stoppages and other workforce effects, which could increase our operating costs and disrupt our operations.

We are periodically subject to work stoppages and other workforce effects, which increases our operating costs and disrupts our operations.

As of December 31, 2025, approximately 22% of our workforce was covered by collective bargaining agreements.

If our union-represented employees engage in strikes, work stoppages or other slowdowns, we could experience a significant disruption of

our operations and an increase in our operating costs, which could have an adverse effect on our consolidated financial condition, results of operations and cash flows.

We have experienced interrupted service when our union-represented employees have engaged in strikes and work stoppages in the past, and we would expect the same to occur as a result of any future strikes or work stoppages.

Additional groups of employees may seek union representation in the future which could result in increased operating costs.

We have experienced interrupted service when our union-represented employees have engaged in strikes and work stoppages in the past, including in 2025, and we would expect the same to occur as a result of any future strikes or work stoppages.

When our union-represented employees engage in strikes, work stoppages or other slowdowns, we typically experience disruptions of our operations and increases in our operating costs, which may be significant, and which may have an adverse effect on our consolidated financial condition, results of operations and cash flows.

Additional groups of employees may seek union representation in the future which could result in further increased operating costs.

If a greater percentage of our workforce becomes union-represented, our consolidated financial condition, results of operations and cash flows could be adversely impacted due to the potential for increased operating costs.

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As part of our strategic long-term plans to address sustainability, among other sustainability goals, we are committed to reducing our absolute Scope 1 and Scope 2 greenhouse gas emissions 35% by 2030 relative to the 2017 baseline year.

The execution of our plans and achievement of our goals are subject to risks and uncertainties, including our ability to develop, obtain, license or scale the innovations, technologies and modeling and measurement tools that may be necessary to achieve our plans and the availability, cost and benefits of materials and infrastructure associated with our sustainability projects, such as our CNG vehicles, fleet electrification, recycling, circularity of key materials, landfill gas-to-energy and other renewable energy projects.

In addition, increasing governmental and societal attention to sustainability matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, waste production, water usage, talent management and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report.

These and other rapidly changing laws, regulations, policies and related interpretations, as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for us.

In addition, increasing governmental and societal attention to sustainability matters, including expanding mandatory and voluntary reporting in certain jurisdictions, diligence and disclosure on topics such as climate change, waste production, water usage, talent management and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report.

These and other rapidly changing laws, regulations, policies and related interpretations, as well as

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increased enforcement actions by various governmental and regulatory agencies, create challenges for us.

If we are unable to continue to meet these challenges and comply with all laws, regulations, policies and related interpretations, and meet the sustainability values, standards and metrics that we set for ourselves, it could negatively impact our reputation and our business results.

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We may not be able to implement price increases sufficient to offset the costs of complying with these laws and regulations.

In addition, environmental regulatory changes, including those relating to per- and polyfluoroalkyl substances (commonly referred to as PFAS) and other chemicals of emerging concern, could accelerate or increase expenditures for capping, closure, post-closure and environmental and remediation activities at our waste facilities and obligate us to spend sums in addition to those presently accrued for such purposes, which could have a negative effect on our consolidated financial position, results of operations and cash flows.

In addition, environmental regulatory changes, including those relating to PFAS and other chemicals of emerging concern, could accelerate or increase expenditures for capping, closure, post-closure and environmental and remediation activities at our waste facilities and obligate us to spend sums in addition to those accrued for such purposes, which could have a negative effect on our consolidated financial position, results of operations and cash flows.

For example, the EPA in 2024 listed two PFAS as hazardous substances under CERCLA, and has indicated it is considering listing additional PFAS as hazardous substances under CERCLA, which could trigger additional obligations or liabilities under CERCLA or other laws and regulations.

Further, under certain municipal and other agreements, we are subject to landfill diversion requirements that if not met, subject us to liquidated damages and other costs and expenses, the result of which could adversely affect our business, reputation and operating margins.

Our Group 3 operations and facilities also are subject to Canadian environmental laws and regulations, including federal and provincial regulations governing the management of hazardous waste, as well as various treaties, laws and regulations governing the ownership, operation and maintenance of maritime vessels used in the business.

Our Group 3 operations are also subject to federal statutes regulating the treatment, storage and disposal of certain radioactive materials.

Our environmental solutions operations and facilities also are subject to Canadian environmental laws and regulations, including federal and provincial regulations governing the management of hazardous waste, as well as various treaties, laws and regulations governing the ownership, operation and maintenance of maritime vessels used in the business.

Our environmental solutions operations are also subject to federal statutes regulating the treatment, storage and disposal of certain radioactive materials.

Our business is and will continue to be affected by state, county, provincial, or local laws or regulations that restrict the transportation of solid waste across state, county, provincial, or other jurisdictional lines or that direct the flow of waste to a specified facility or facilities.

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Efforts to curtail the emission of greenhouse gases and to ameliorate the effects of climate change continue to progress.

Our landfill operations emit anthropogenic methane, identified as a greenhouse gas, and our vehicle fleet emits, among other things,

carbon dioxide, which also is a greenhouse gas.

Our landfill operations emit anthropogenic methane, identified as a greenhouse gas, and our vehicle fleet emits, among other things, carbon dioxide, which also is a greenhouse gas.

While passage of comprehensive, federal climate change legislation appears unlikely in the near term, we expect any such legislation, if enacted, to impose costs on our operations, which could be material.

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These regulations, or an amended version of them that eventually goes into effect, may require our landfills to deploy more stringent emission controls and monitoring systems, with resulting capital or operating costs.

The application of these or other greenhouse gas regulations to our landfills could have a material adverse effect on our landfill operations and on our consolidated financial condition, results of operations and cash flows.

The application of these or other greenhouse gas

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regulations to our landfills could have a material adverse effect on our landfill operations and on our consolidated financial condition, results of operations and cash flows.

We cannot predict what other actions or regulations the current administration may undertake that would affect our industry.

state level, California has taken action to require greenhouse gas emission disclosure, as well as information on climate-related financial risks, some of which are subject to legal challenge.

Similar bills have been introduced in other U.S.

to-date, none have passed into law.

In Canada, the federal Greenhouse Gas Pollution Pricing Act imposes a carbon pricing system for industry in provinces and territories that have not implemented carbon pricing systems of their own or, in the opinion of the federal government, have implemented carbon pricing systems that do not align with the federal benchmark requirements.

This federal system imposes a carbon levy to the sale of fuel and sets out an output-based pricing system that applies to industrial emitters that meet certain criteria set out in the statute and its regulations, which creates a price incentive for industrial emitters to reduce greenhouse gas emissions by establishing a regulatory trading system for industry.

The carbon levy on fuel is administered by the Canada Revenue Agency and is a carbon tax that applies to the sale of 22 different types of fuel as set out in the statute and its regulations.

As of 2024, the Fuel Charge is $80 per ton of CO2e and will increase to $95 per ton on April 1, 2025 and to $170 per ton by 2030.

Additionally, the Canadian federal government proposed draft regulations in June 2024 intended to reduce methane emissions from solid waste landfills, the consultation period for which closed on August 28, 2024.

This federal system imposed a carbon levy to the sale of fuel (fuel charge) and sets out an output-based pricing system that applies to industrial emitters that meet certain criteria set out in the statute and its regulations, which creates a price incentive for industrial emitters to reduce greenhouse gas emissions by establishing a regulatory trading system for industry.

In April 2025, the Canadian federal government effectively eliminated the fuel charge but the output-based pricing system remains.

Additionally, the Canadian federal government finalized new Landfill Methane Regulations in December 2025, which are intended to reduce waste sector methane emissions by 42% below 2019 levels by 2030.

Both direct and indirect costs associated with compliance with this and other greenhouse gas legislation could have a material adverse effect on our consolidated financial condition, results of operations and cash flows, including material increases to our capital or operating costs related to matters such as infrastructure upgrades or increased fuel costs.

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We are a potentially responsible party at many sites under CERCLA, which provides for the remediation of contaminated facilities and imposes strict, joint and several liability for the cost of remediation on current owners and operators of a facility at which there has been a release or a threatened release of a hazardous substance.

CERCLA liability also extends to parties who were site owners and operators at the time hazardous substances were disposed and on persons who arrange for the disposal of such substances at the facility (e.g., generators of the waste and transporters who selected the disposal site).

CERCLA liability also extends to parties who were site owners and operators at the time hazardous substances were disposed and to persons who arrange for the disposal of such substances at the facility (e.g., generators of the waste and transporters who selected the disposal site).

Hundreds of substances are defined as hazardous under CERCLA and their presence, even in minute amounts, can result in substantial liability.

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Further, the possible outcomes or resolutions to these matters could include adverse judgments, fines or settlements, any of which could require substantial payments and adversely affect our consolidated financial condition, results of operations and cash flows.

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For example, we incur costs to defend against litigation brought by government agencies and private parties who allege we are in violation of our permits and applicable environmental laws and regulations, or who assert claims alleging nuisance, environmental damage, personal injury or property damage.

As a result, we may be required to pay fines or judgments or implement corrective measures, or we may have our permits and licenses modified or revoked.

As a result, we have in the past been required and may in the future be required to pay fines or judgments or implement corrective measures, or we may have our permits and licenses modified or revoked.

A significant judgment against us or settlement, the loss of a significant permit or license, or the imposition of a significant fine could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.

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Our ability to execute our financial strategy depends in part on our ability to maintain investment grade ratings on our debt.

The credit rating process is contingent upon a number of factors, many of which are beyond our control.

We may not be able to maintain our investment grade ratings in the future.

If we were unable to do so, our interest expense would increase and our ability to obtain financing on favorable terms may be adversely affected.

Our credit ratings depend on a number of factors, many of which are beyond our control, and we may not be able to maintain our investment grade ratings.

If we are unable to do so, our interest expense would increase and our ability to obtain financing on favorable terms may be adversely affected.

Our financial strategy also depends on our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, acquire other environmental services businesses, pay dividends, repurchase stock and take other actions to enhance shareholder value.

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Actual results may differ from these amounts.

Significant items requiring management to make subjective or complex judgments that are inherently uncertain include the recoverability of long-lived assets, the depletion and amortization of landfill development costs, accruals for final capping, closure and post-closure costs, valuation allowances for accounts receivable and deferred tax assets, liabilities for potential litigation, claims and assessments and liabilities for environmental remediation, multiemployer pension plans, employee benefit plans, deferred taxes, uncertain tax positions, insurance and our estimates of the fair values of assets acquired and liabilities assumed in any acquisition.

Significant items requiring management to make subjective or complex judgments that are inherently uncertain include the recoverability of long-lived assets, the depletion

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and amortization of landfill development costs, accruals for final capping, closure and post-closure costs, valuation allowances for accounts receivable and deferred tax assets, liabilities for potential litigation, claims and assessments and liabilities for environmental remediation, multiemployer pension plans, employee benefit plans, deferred taxes, uncertain tax positions, insurance and our estimates of the fair values of assets acquired and liabilities assumed in any acquisition.

The liabilities recorded for items such as these may not be adequate to cover the costs we ultimately will face.

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However, we may not be able to obtain indemnification, insurance coverage or other security, and such indemnification, insurance coverage or other security obtained may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset any undisclosed liabilities arising from our acquisitions.

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Risks Related to Technology and Intellectual Property

Our strategy includes an increasing dependence on technology in our operations.

Our strategy includes an increasing dependence on technology, including the use of artificial intelligence (AI), in our operations.

If any of our key technology fails, our business could be adversely affected.

Our operations are increasingly dependent on technology.

Our operations are increasingly dependent on technology, including AI and machine learning tools that we deploy or that are embedded in systems provided by third parties.

Our information technology systems are critical to our ability to drive profitable growth through differentiation, continue the implementation of standardized processes and deliver a consistent customer experience.

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Inabilities and delays in implementing new systems can also affect our ability to realize projected or expected revenue or cost savings.

AI models and tools can produce inaccurate, biased, or inconsistent outputs and may rely on third-party content or training data for which we do not have sufficient rights.

Further, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws.

Emerging technologies, including those that are used to recycle and process waste as an alternative to disposal of waste in landfills, represent risks, as well as opportunities, to our current business model.

The costs associated with developing or investing in emerging technologies could require substantial capital and adversely affect our results of operations and cash flows.

The costs associated with developing or investing in emerging technologies, particularly data-intensive and compute-intensive AI applications, could require substantial capital and adversely affect our results of operations and cash flows.

Delays in the development or implementation of such emerging technologies and difficulties in marketing new products or services based on emerging technologies could have similar negative impacts.

Our financial results may suffer if we are not able to develop or license emerging technologies, or if a competitor obtains exclusive rights to an emerging technology that disrupts the current methods used in the environmental services industry.

A cybersecurity incident could negatively impact our business and our relationships with customers.

We use information technology and operational technology assets, including computer and information networks, in substantially all aspects of our business operations.

We also use mobile devices, social networking and other online activities to connect with our employees and our customers.

A significant cybersecurity incident could negatively impact our business and our relationships with employees, customers and vendors and expose us to increased liability.

We use information technology and operational technology assets, including computer and information networks and artificial intelligence technologies and services in substantially all aspects of our business operations.

We also use mobile devices, social networking and other online activities to connect with our employees, customers and vendors.

Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information.

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If we fail to assess and identify cybersecurity threats associated with acquisitions and new initiatives, we may become increasingly vulnerable to such threats.

Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventive measures and incident response efforts may not be entirely effective.

regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements.

Additionally, while we have implemented measures to prevent security breaches and cyber incidents, like many companies we have periodically experienced cyber incidents, and our preventive measures and incident response efforts may not be entirely effective.

Also, the regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements.

This changing regulatory landscape may cause increasingly complex compliance challenges, which may increase our compliance costs.

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Other Risks Relevant to Our Business

Price increases may not be adequate to offset the effect of increased costs and may cause us to lose volume.

Price increases may not be adequate to offset the effect of increased costs and may cause us to lose volume and customers.

We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an appropriate return on our substantial investments in assets such as our landfills.

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Price increases also might cause us to lose volume to lower-cost competitors.

The loss of key personnel could have a material adverse effect on our consolidated financial condition, results of operations, cash flows and growth prospects.

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The loss of key personnel or the inability to attract, hire or retain key team members and a high-quality workforce could have a material adverse effect on our consolidated financial condition, results of operations, cash flows and growth prospects.

Our future success depends on the continued contributions of several key employees and officers.

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Complying with new accounting rules, laws or regulations, such as, for example, those related to our asset retirement obligations and environmental liabilities, could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods.

In September 2024, the U.S.

Treasury and the IRS proposed regulations regarding the calculation of the Corporate Alternative Minimum Tax (CAMT).

The CAMT was enacted as part of the Inflation Reduction Act of 2022 and generally applies to large corporations with average annual financial statement income exceeding $1 billion.

The proposed regulations include a mathematical formula that would be used to allocate an investor’s distributive share of income and loss from partnership investments, including investments in renewable energy projects through tax equity partnerships accounted for using the Hypothetical Liquidation at Book Value method (HLBV).

As currently proposed, the application of such mathematical formula to our investments accounted for using HLBV, particularly during the early phases of a renewable energy facility’s operation, could result in us incurring substantial taxes under the CAMT.

We believe such a result would be both unintended and inconsistent with the underlying policy of the CAMT.

In response, we have both submitted comments and testified at an IRS hearing to address our concerns.

If our concerns about this mathematical formula are not addressed in a favorable manner and the regulations are adopted as proposed, they could require the payment of significant additional income taxes that could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods.

Weakened or volatile economic conditions have and may continue to harm our industry, business and results of operations.

Our business is directly affected by changes in local, national, global and general economic factors and overall economic activity that are outside of our control, including changes in governmental monetary policies, international trade restrictions, consumer confidence, slowing economic growth, inflation, pandemics, supply chain issues and interest ra tes.

In recent years, for example, the COVID-19 pandemic, inflation, the Ukraine-Russia conflict, United States -China relations, the Israel-Gaza conflict, monetary policy changes, and the resulting increases in interest rates negatively impacted the economy, disrupted supply chains and created significant volatility and disruption of financial markets.

Our business is directly affected by changes in local, national, global and general economic factors and overall economic activity that are outside of our control, including changes in governmental monetary policies, tariffs and international trade restrictions, consumer confidence, slowing economic growth, inflation, pandemics, supply chain issues and interest ra tes.

In recent years, for example, inflation, the Ukraine-Russia conflict, United States -China relations, the Israel-Gaza conflict, monetary policy changes, and the resulting increases in interest rates have negatively impacted the economy, disrupted supply chains and created significant volatility and disruption of financial markets.

In particular, disruption of the labor market and supply chains related to vehicles, especially trucks and the mechanical and electrical components necessary to service them, negatively impacts our ability to provide services.

A weak or volatile economy may result in decrea ses in volumes, which adversely affects our revenues.

In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases,

depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels.

In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases, depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels.

Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby limit the amount of services we provide.

4 unchanged sentences

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What changed 10-K

Item 1A. Risk Factors