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Item 2. Management’s Discussion and Analysis

2025-10-22 compared with 2025-07-24 · 221 added, 235 removed, 276 unchanged (62% of the section changed)

53 unchanged sentences

For a description of the new accounting standards that affect us, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

The following table sets forth items in our Condensed Consolidated Statements of Net Income in thousands of U.S.

dollars and as a percentage of revenues for the periods indicated.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Cost of operations

9 unchanged sentences

Net income attributable to Waste Connections

Total revenues increased $158.9 million, or 7.1%, to $2.407 billion for the three months ended June 30, 2025, from $2.248 billion for the three months ended June 30, 2024.

Total revenues increased $314.4 million, or 7.3%, to $4.635 billion for the six months ended June 30, 2025, from $4.321 billion for the six months ended June 30, 2024.

Acquisitions closed during, or subsequent to, the three and six months ended June 30, 2024, increased revenues by $115.0 million and $246.0 million, respectively, for the three and six months ended June 30, 2025.

Operations that were divested during, or subsequent to, the three and six months ended June 30, 2024, decreased revenues by $2.1 million and $3.8 million, respectively, for the three and six months ended June 30, 2025.

The impact of operations that were closed during, or subsequent to, the three and six months ended June 30, 2024, decreased revenues by $17.6 million and $34.9 million, respectively, for the three and six months ended June 30, 2025.

During the three months ended June 30, 2025, the net increase in prices charged to our customers at our existing operations was $132.8 million, consisting of $136.9 million of core price increases and decreases in surcharges of $4.1 million.

During the six months ended June 30, 2025, the net increase in prices charged to our customers at our existing operations was $262.3 million, consisting of $270.1 million of core price increases and decreases in surcharges of $7.8 million.

During the three and six months ended June 30, 2025, we recognized volume losses totaling $56.2 million and $122.1 million, respectively, resulting from a decrease in roll off volumes, lower post-collection volumes in our Eastern and Central segments, lower residential collection volumes due primarily to the purposeful shedding of certain low-margin municipal contracts and lower commercial revenues.

E&P waste revenues at facilities owned during the three and six months ended June 30, 2025 increased $2.8 million and $3.2 million, respectively, due to nominal increases in overall activity levels in certain basins in our Canada segment.

Revenues from sales of recyclable commodities at facilities owned during the three and six months ended June 30, 2025 and 2024 decreased $7.0 million and $9.0 million, respectively.

The decreases were primarily attributable to lower

prices for old corrugated cardboard, partially offset by an increase in volumes and an increase in the prices of certain grades of metal and plastic as compared to the prior periods.

Total revenues increased $119.9 million, or 5.1%, to $2.458 billion for the three months ended September 30, 2025, from $2.338 billion for the three months ended September 30, 2024.

Total revenues increased $434.3 million, or 6.5%, to $7.094 billion for the nine months ended September 30, 2025, from $6.659 billion for the nine months ended September 30, 2024.

Acquisitions closed during, or subsequent to, the three and nine months ended September 30, 2024, increased revenues by $79.7 million and $325.7 million, respectively, for the three and nine months ended September 30, 2025.

Operations that were divested during, or subsequent to, the three and nine months ended September 30, 2024, decreased revenues by $3.1 million and $6.9 million, respectively, for the three and nine months ended September 30, 2025.

The impact of operations that were closed during, or subsequent to, the three and nine months ended September 30, 2024, decreased revenues by $14.4 million and $49.3 million, respectively, for the three and nine months ended September 30, 2025.

During the three months ended September 30, 2025, the net increase in prices charged to our customers at our existing operations was $132.1 million, consisting of $134.3 million of core price increases and decreases in surcharges of $2.2 million.

During the nine months ended September 30, 2025, the net increase in prices charged to our customers at our existing operations was $394.4 million, consisting of $404.4 million of core price increases and decreases in surcharges of $10.0 million.

During the three and nine months ended September 30, 2025, we recognized volume losses totaling $59.4 million and $181.4 million, respectively, resulting from a decrease in roll off volumes, lower post-collection volumes in our Eastern and Central segments, lower residential collection volumes due primarily to the purposeful shedding of certain low-margin municipal contracts and lower commercial revenues.

E&P waste revenues at facilities owned during the three and nine months ended September 30, 2025 increased $10.4 million and $13.5 million, respectively, due to nominal increases in overall activity levels in our Canada segment.

Revenues from sales of recyclable commodities at facilities owned during the three and nine months ended September 30, 2025 and 2024 decreased $17.1 million and $26.1 million, respectively.

The decreases were primarily attributable to lower prices for old corrugated cardboard, partially offset by an increase in volumes and an increase in the prices of certain grades of metal as compared to the prior periods.

A decrease in the average Canadian dollar to U.S.

dollar currency exchange rate resulted in a decrease in revenues of $3.5 million and $20.2 million for the three and six months ended June 30, 2025, respectively.

dollar currency exchange rate resulted in a decrease in revenues of $3.4 million and $23.7 million for the three and nine months ended September 30, 2025, respectively.

The average Canadian dollar to U.S.

dollar exchange rates on our Canadian revenues were 0.7228 and 0.7308 for the three months ended June 30, 2025 and 2024, respectively.

dollar exchange rates on our Canadian revenues were 0.7260 and 0.7333 for the three months ended September 30, 2025 and 2024, respectively.

The average Canadian dollar to U.S.

dollar exchange rates on our Canadian revenues were 0.7104 and 0.7356 for the six months ended June 30, 2025 and 2024, respectively.

Other revenues decreased $5.3 million during the three months ended June 30, 2025, due primarily to a $4.5 million decrease in landfill gas revenues on lower values of renewable energy credits and a $2.1 million decrease in intermodal revenues, partially offset by a $1.3 million increase in other non-core revenue sources.

Other revenues decreased $7.1 million during the six months ended June 30, 2025, due primarily to a $4.9 million decrease in landfill gas revenues on lower values for renewable energy credits and a $2.7 million decrease in intermodal revenues, partially offset by a $0.5 million increase in other non-core revenue sources.

dollar exchange rates on our Canadian revenues were 0.7158 and 0.7348 for the nine months ended September 30, 2025 and 2024, respectively.

Other revenues decreased $4.9 million during the three months ended September 30, 2025, due primarily to a $6.4 million decrease in landfill gas revenues on lower values of renewable energy credits, partially offset by contributions from new facilities, as well as a $0.8 million increase in other non-core revenue sources and a $0.7 million increase in intermodal revenues.

Other revenues decreased $11.9 million during the nine months ended September 30, 2025, due primarily to an $11.4 million decrease in landfill gas revenues on lower values of renewable energy credits and a $2.0 million decrease in intermodal revenues, partially offset by a $1.5 million increase in other non-core revenue sources.

Cost of Operations .

Total cost of operations increased $91.8 million, or 7.1%, to $1.393 billion for the three months ended June 30, 2025, from $1.301 billion for the three months ended June 30, 2024.

The increase was primarily the result of $55.5 million of additional operating costs from acquisitions closed during, or subsequent to, the three months ended June 30, 2024, and an increase in operating costs at our existing operations of $39.9 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $1.8 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $1.8 million from operations divested during, or subsequent to, the three months ended June 30, 2024.

The increase in operating costs of $39.9 million, assuming foreign currency parity, at our existing operations for the three months ended June 30, 2025, consisted of higher labor and recurring incentive compensation expenses of $17.7 million, an increase in risk management expenses of $6.9 million, higher trucking costs of $6.4 million, an increase in post-closure liability interest accretion expense of $4.9 million, an increase in benefits costs of $4.9 million, an increase in disposal costs of $2.5 million and a net increase of other expenses of $2.2 million, partially offset by a decrease in fuel expense of $5.6 million due to diesel prices.

Total cost of operations increased $161.4 million, or 6.4%, to $2.684 billion for the six months ended June 30, 2025, from $2.523 billion for the six months ended June 30, 2024.

The increase was primarily the result of $122.8 million of additional operating costs from acquisitions closed during, or subsequent to, the six months ended June 30, 2024, and an increase in operating costs at our existing operations of $51.2 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $9.8 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $2.8 million from operations divested during, or subsequent to, the six months ended June 30, 2024.

The increase in operating costs of $51.2 million, assuming foreign currency parity, at our existing operations for the six months ended June 30, 2025, consisted of higher labor and recurring incentive compensation expenses of $26.8 million, an increase in risk management expenses of $14.3 million, an increase in post-closure liability interest accretion expense of $7.7 million, higher trucking costs of $7.7 million and an increase in benefits costs of $6.5 million, partially offset by a decrease in fuel expense of $9.8 million due to diesel prices and a net decrease of other expenses of $2.0 million.

Cost of operations as a percentage of revenues remained flat at 57.9% for the three months ended June 30, 2025 and the three months ended June 30, 2024.

Cost of operations as a percentage of revenues was impacted by price-led revenue growth, a 0.4 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations and a 0.4 percentage point decrease in fuel costs due to diesel prices, partially offset by a 0.3 percentage point increase in labor and benefits costs, a 0.2 percentage point increase due to higher risk management costs and a 0.3 percentage point increase due to higher costs associated with other expenses.

Cost of operations as a percentage of revenues decreased 0.5 percentage points to 57.9% for the six months ended June 30, 2025, from 58.4% for the six months ended June 30, 2024.

The decrease as a percentage of revenues was primarily

driven by the impact of price-led revenue growth, a 0.4 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, a 0.3 percentage point decrease in fuel costs due to diesel prices, a 0.2 percentage point decrease in truck, container, equipment and facility maintenance and repair expenses and a 0.2 percentage point decrease in disposal costs as a result of increased internalization in certain markets, partially offset by a 0.3 percentage point increase due to higher risk management costs and a 0.3 percentage point increase in labor and benefits costs.

SG&A expenses increased $14.1 million, or 6.2%, to $243.0 million for the three months ended June 30, 2025, from $228.9 million for the three months ended June 30, 2024.

The increase was comprised of $7.3 million from acquisitions closed during, or subsequent to, the three months ended June 30, 2024 and an increase of $7.2 million, assuming foreign currency parity, at our existing operations, partially offset by a decrease of $0.4 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in SG&A expenses at our existing operations of $7.2 million, assuming foreign currency parity, for the three months ended June 30, 2025, was comprised of higher administrative payroll expenses of $5.2 million, a collective increase in travel expenses and charitable contributions of $2.6 million, an increase in deferred compensation costs of $2.3 million due to an increase in the market value of investments held to fund our deferred compensation liability, an increase in professional fees of $2.1 million and an increase in incentive compensation expense of $1.7 million, partially offset by a decrease in direct acquisition expenses of $3.3 million, decreased expenses for uncollectible accounts receivable of $3.3 million and $0.1 million of other net expense decreases.

SG&A expenses increased $43.5 million, or 9.7%, to $493.1 million for the six months ended June 30, 2025, from $449.6 million for the six months ended June 30, 2024.

The increase was comprised of an increase of $28.4 million, assuming foreign currency parity, at our existing operations and $17.1 million from acquisitions closed during, or subsequent to, the six months ended June 30, 2024, partially offset by a decrease of $2.0 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in SG&A expenses at our existing operations of $28.4 million, assuming foreign currency parity, for the six months ended June 30, 2025, was comprised of higher administrative payroll expenses of $13.6 million, an increase in professional fees of $8.4 million, an increase in incentive compensation expense of $5.8 million, a collective increase in travel and meetings expenses and charitable contributions of $4.3 million and $1.2 million of other net expense increases, partially offset by decreased expenses for uncollectible accounts receivable of $4.9 million.

SG&A expenses as a percentage of revenues decreased 0.1 percentage point to 10.1% for the three months ended June 30, 2025, from 10.2% for the three months ended June 30, 2024.

The decrease as a percentage of revenues was primarily driven by a 0.2 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, partially offset by a 0.1 percentage point increase in administrative payroll expenses as a percentage of revenue.

SG&A expenses as a percentage of revenues increased 0.3 percentage points to 10.7% for the six months ended June 30, 2025, from 10.4% for the six months ended June 30, 2024.

The increase as a percentage of revenues was primarily driven by a 0.3 percentage point increase in administrative payroll and incentive compensation expenses and a 0.2 percentage point increase in professional fees, partially offset by a 0.2 percentage point decrease in SG&A expenses from acquisitions closed during, or subsequent to, the six months ended June 30, 2024.

Total cost of operations increased $62.8 million, or 4.7%, to $1.407 billion for the three months ended September 30, 2025, from $1.344 billion for the three months ended September 30, 2024.

The increase was primarily the result of $38.3 million of additional operating costs from acquisitions closed during, or subsequent to, the three months ended September 30, 2024, and an increase in operating costs at our existing operations of $28.6 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $1.5 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $2.6 million from operations divested during, or subsequent to, the three months ended September 30, 2024.

The increase in operating costs of $28.6 million, assuming foreign currency parity, at our existing operations for the three months ended September 30, 2025, consisted of higher labor and recurring incentive compensation expenses of $14.5 million, an increase in trucking costs of $7.7 million, higher risk management expenses of $6.9 million, an increase in other landfill operating costs of $2.8 million, an increase in taxes on revenues of $2.2 million and a net increase of other expenses of $1.8 million, partially offset by a decrease in disposal costs of $3.6 million, lower truck, container, equipment and facility maintenance and repair expenses of $2.4 million and a decrease in fuel expense of $1.3 million due to diesel prices.

Total cost of operations increased $224.2 million, or 5.8%, to $4.091 billion for the nine months ended September 30, 2025, from $3.867 billion for the nine months ended September 30, 2024.

The increase was primarily the result of $161.2 million of additional operating costs from acquisitions closed during, or subsequent to, the nine months ended September 30, 2024, and an increase in operating costs at our existing operations of $80.1 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $11.6 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $5.5 million from operations divested during, or subsequent to, the nine months ended September 30, 2024.

The increase in operating costs of $80.1 million, assuming foreign currency parity, at our existing operations for the nine months ended September 30, 2025, consisted of higher labor and recurring incentive compensation expenses of $41.6 million, an increase in risk management expenses of $21.3 million, higher trucking costs of $15.5 million, an increase in post-closure liability interest accretion expense of $12.2 million, an increase in benefits costs of $8.3 million and higher taxes on revenues of $4.4 million, partially offset by a decrease in fuel expense of $11.0 million due to diesel prices, lower disposal costs of $3.7 million, a decrease in other landfill operating costs of $3.2 million, lower truck, container, equipment and facility maintenance and repair expenses of $3.1 million and a net decrease of other expenses of $2.2 million.

Cost of operations as a percentage of revenues decreased 0.3 percentage points to 57.2% for the three months ended September 30, 2025, from 57.5% for the three months ended September 30, 2024.

The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, a 0.4 percentage point decrease in disposal costs, a 0.3 percentage point decrease in truck, container, equipment and facility maintenance and repair expenses and a 0.2 percentage

point decrease in fuel costs due to diesel prices, partially offset by a 0.2 percentage point increase due to operations closed subsequent to the prior period, a 0.2 percentage point increase due to higher risk management costs and a 0.2 percentage point increase due to higher trucking costs.

Cost of operations as a percentage of revenues decreased 0.4 percentage points to 57.7% for the nine months ended September 30, 2025, from 58.1% for the nine months ended September 30, 2024.

The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, a 0.3 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, a 0.3 percentage point decrease in fuel costs due to diesel prices, a 0.2 percentage point decrease in disposal costs as a result of increased internalization in certain markets and a 0.2 percentage point decrease in truck, container, equipment and facility maintenance and repair expenses , partially offset by a 0.3 percentage point increase due to higher risk management costs, a 0.2 percentage point increase in labor and benefits costs and a 0.1 percentage point increase from all other net changes.

SG&A expenses increased $14.0 million, or 6.3%, to $236.5 million for the three months ended September 30, 2025, from $222.5 million for the three months ended September 30, 2024.

The increase was comprised of $9.7 million, assuming foreign currency parity, at our existing operations and $4.6 million from acquisitions closed during, or subsequent to, the three months ended September 30, 2024, partially offset by a decrease of $0.3 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in SG&A expenses at our existing operations of $9.7 million, assuming foreign currency parity, for the three months ended September 30, 2025, was comprised of an increase in incentive compensation expense of $7.6 million, higher administrative payroll expenses of $4.4 million and $1.9 million of other net expense increases, partially offset by a decrease in direct acquisition expenses of $4.2 million.

SG&A expenses increased $57.5 million, or 8.6%, to $729.6 million for the nine months ended September 30, 2025, from $672.1 million for the nine months ended September 30, 2024.

The increase was comprised of $38.0 million, assuming foreign currency parity, at our existing operations and $21.8 million from acquisitions closed during, or subsequent to, the nine months ended September 30, 2024, partially offset by a decrease of $2.3 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in SG&A expenses at our existing operations of $38.0 million, assuming foreign currency parity, for the nine months ended September 30, 2025, was comprised of higher administrative payroll expenses of $23.5 million, an increase in professional fees of $8.9 million, an increase in incentive compensation expense of $7.5 million, a collective increase in travel and meetings expenses and charitable contributions of $3.4 million, higher software license fees of $2.2 million, an increase in lease costs of $2.1 million and $0.9 million of other net expense increases, partially offset by a decrease in direct acquisition expenses of $5.4 million and decreased expenses for uncollectible accounts receivable of $5.1 million.

SG&A expenses as a percentage of revenues increased 0.1 percentage point to 9.6% for the three months ended September 30, 2025, from 9.5% for the three months ended September 30, 2024.

The increase as a percentage of revenues was primarily driven by a 0.3 percentage point increase in administrative payroll and incentive compensation expenses as a percentage of revenue, partially offset by a 0.2 percentage point decrease in direct acquisition expenses as a percentage of revenue.

SG&A expenses as a percentage of revenues increased 0.2 percentage points to 10.3% for the nine months ended September 30, 2025, from 10.1% for the nine months ended September 30, 2024.

The increase as a percentage of revenues was primarily driven by a 0.3 percentage point increase in administrative payroll and incentive compensation expenses, partially offset by a 0.1 percentage point decrease in SG&A expenses from acquisitions closed during, or subsequent to, the nine months ended September 30, 2024.

Depreciation .

Depreciation expense increased $16.2 million, or 6.7%, to $257.4 million for the three months ended June 30, 2025, from $241.2 million for the three months ended June 30, 2024.

The increase was comprised of an increase in depreciation and depletion expense of $12.0 million from acquisitions closed during, or subsequent to, the three months ended June 30, 2024, and an increase in depreciation expense of $9.5 million from the impact of additions to our fleet and equipment purchased to support our existing operations, partially offset by a decrease of $4.7 million in depletion expense, a decrease of $0.4 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.2 million from operations divested during, or subsequent to, the three months ended June 30, 2024.

Depreciation expense increased $35.8 million, or 7.7%, to $499.7 million for the six months ended June 30, 2025, from $463.9 million for the six months ended June 30, 2024.

The increase was comprised of an increase in depreciation and depletion expense of $28.3 million from acquisitions closed during, or subsequent to, the six months ended June 30, 2024, and an increase in depreciation expense of $20.5 million from the impact of additions to our fleet and equipment purchased to support our existing operations, partially offset by a decrease of $10.3 million in depletion expense, a decrease of $2.3 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.4 million from operations divested during, or subsequent to, the six months ended June 30, 2024.

Depreciation expense as a percentage of revenues remained flat at 10.7% for the three months ended June 30, 2025 and the three months ended June 30, 2024.

Depreciation expense as a percentage of revenues increased 0.1 percentage point to 10.8% for the six months ended June 30, 2025, from 10.7% for the six months ended June 30, 2024.

For both comparable periods, depreciation expense as a percentage of revenue was impacted by capital expenditures to support our existing operations and acquisitions closed during, or subsequent to, the three and six months ended June 30, 2024 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of decreased depletion expenses as a result of lower landfill volumes.

Depreciation expense increased $15.5 million, or 6.2%, to $264.0 million for the three months ended September 30, 2025, from $248.5 million for the three months ended September 30, 2024.

The increase was comprised of an increase in depreciation expense of $10.7 million from the impact of additions to our fleet and equipment purchased to support our existing operations and an increase in depreciation and depletion expense of $8.2 million from acquisitions

closed during, or subsequent to, the three months ended September 30, 2024, partially offset by a decrease of $2.8 million in depletion expense, a decrease of $0.4 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.2 million from operations divested during, or subsequent to, the three months ended September 30, 2024.

Depreciation expense increased $51.3 million, or 7.2%, to $763.7 million for the nine months ended September 30, 2025, from $712.4 million for the nine months ended September 30, 2024.

The increase was comprised of an increase in depreciation and depletion expense of $36.7 million from acquisitions closed during, or subsequent to, the nine months ended September 30, 2024, and an increase in depreciation expense of $31.1 million from the impact of additions to our fleet and equipment purchased to support our existing operations, partially offset by a decrease of $13.1 million in depletion expense, a decrease of $2.8 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.6 million from operations divested during, or subsequent to, the nine months ended September 30, 2024.

Depreciation expense as a percentage of revenues remained flat at 10.7% for the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024.

For both comparable periods, depreciation expense as a percentage of revenues was impacted by capital expenditures to support our existing operations and acquisitions closed during, or subsequent to, the three and nine months ended September 30, 2024 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of decreased depletion expenses as a result of lower landfill volumes.

Amortization of Intangibles .

Amortization of intangibles expense increased $6.1 million, or 13.9%, to $50.2 million for the three months ended June 30, 2025, from $44.1 million for the three months ended June 30, 2024.

The increase was the result of $9.5 million from intangible assets acquired in acquisitions closed during, or subsequent to, the three months ended June 30, 2024, partially offset by a decrease of $3.3 million from certain intangible assets becoming fully amortized subsequent to June 30, 2024 and a decrease of $0.1 million due to a lower average foreign currency exchange rate in effect during the current period.

Amortization of intangibles expense increased $13.5 million, or 15.9%, to $97.9 million for the six months ended June 30, 2025, from $84.4 million for the six months ended June 30, 2024.

The increase was the result of $21.2 million from intangible assets acquired in acquisitions closed during, or subsequent to, the six months ended June 30, 2024, partially offset by a decrease of $7.1 million from certain intangible assets becoming fully amortized subsequent to June 30, 2024 and a decrease of $0.6 million due to a lower average foreign currency exchange rate in effect during the current period.

Amortization of intangibles expense as a percentage of revenues increased 0.1 percentage points to 2.1% for the three and six months ended June 30, 2025, from 2.0% for the three and six months ended June 30, 2024.

The increases as a percentage of revenues were primarily attributable to acquisitions closed during, or subsequent to, the three and six months ended June 30, 2024 having higher amortization expense as a percentage of revenue than our company average, partially offset by price-driven revenue increases in our solid waste services.

Amortization of intangibles expense increased $6.1 million, or 13.6%, to $51.3 million for the three months ended September 30, 2025, from $45.2 million for the three months ended September 30, 2024.

The increase was the result of $6.6 million from intangible assets acquired in acquisitions closed during, or subsequent to, the three months ended September 30, 2024, partially offset by a decrease of $0.4 million from certain intangible assets becoming fully amortized subsequent to September 30, 2024 and a decrease of $0.1 million due to a lower average foreign currency exchange rate in effect during the current period.

Amortization of intangibles expense increased $19.6 million, or 15.1%, to $149.2 million for the nine months ended September 30, 2025, from $129.6 million for the nine months ended September 30, 2024.

The increase was the result of $27.8 million from intangible assets acquired in acquisitions closed during, or subsequent to, the nine months ended September 30, 2024, partially offset by a decrease of $7.4 million from certain intangible assets becoming fully amortized subsequent to September 30, 2024, a decrease of $0.7 million due to a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.1 million due to intangible assets divested subsequent to the nine months ended September 30, 2024.

Amortization of intangibles expense as a percentage of revenues increased 0.2 percentage points to 2.1% for the three months ended September 30, 2025, from 1.9% for the three months ended September 30, 2024.

The increase as a percentage of revenues was primarily driven by a 0.2 percentage point increase related to acquisitions closed during, or subsequent to, the three months ended September 30, 2024 having higher amortization expense as a percentage of revenue than our company average.

Amortization of intangibles expense as a percentage of revenues increased 0.1 percentage points to 2.1% for the nine months ended September 30, 2025, from 2.0% for the nine months ended September 30, 2024.

The increase as a percentage of revenues was primarily driven by a 0.3 percentage point increase related to acquisitions closed during, or subsequent to, the nine months ended September 30, 2024 having higher amortization expense as a percentage of revenue than our company average, partially offset by a 0.2 percentage point decrease related to certain intangible assets becoming fully amortized subsequent to September 30, 2024.

Impairments and Other Operating Items .

Impairments and other operating items decreased $4.2 million, to net losses totaling $4.0 million for the three months ended June 30, 2025, from net losses totaling $8.2 million for the three months ended June 30, 2024.

The net losses of $4.0 million recorded during the three months ended June 30, 2025 consisted of net losses of $1.7 million on the disposal of property and equipment, $1.0 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, net losses of $1.0 million from damages to an operating facility and other net losses of $0.3 million.

The net losses of $8.2 million recorded during the three months ended June 30, 2024 consisted of $4.9 million of net losses on the disposal of property and equipment, $3.1 million due to increases associated with uninsured damages to an operating facility and $1.0 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, partially offset by $0.8 million of other net gains.

Impairments and other operating items increased $2.0 million, to net losses totaling $10.5 million for the six months ended June 30, 2025, from net losses totaling $8.5 million for the six months ended June 30, 2024.

The net losses of $10.5 million recorded during the six months ended June 30, 2025 consisted of $4.5 million of net losses from operations divested during the current period, net losses of $2.5 million on the disposal of property and equipment, $1.7 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, losses of $1.3 million on the disposal of an investment and other net losses of $0.5 million.

The net losses of $8.5 million recorded during the six months ended June 30, 2024 consisted of $6.0 million of net losses on the disposal of property and equipment, $3.1 million due to increases associated with uninsured damages to an operating facility and $1.2 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, partially offset by $1.8 million of other net gains.

Impairments and other operating items increased $57.2 million, to net losses totaling $60.1 million for the three months ended September 30, 2025, from net losses totaling $2.9 million for the three months ended September 30, 2024.

The net losses of $60.1 million recorded during the three months ended September 30, 2025 consisted of net losses of $30.4 million for an environmental liability at an operating facility in the period, net losses of $25.4 million for charges to write off the carrying cost of certain contracts and non-operating facility permits that were not, or are not expected to be, renewed prior to the original estimated termination date and net losses of $4.3 million on the disposal of property and equipment.

The net losses of $2.9 million recorded during the three months ended September 30, 2024 consisted of $2.1 million of net losses on the disposal of property and equipment and $0.8 million of other net losses.

Impairments and other operating items increased $59.2 million, to net losses totaling $70.6 million for the nine months ended September 30, 2025, from net losses totaling $11.4 million for the nine months ended September 30, 2024.

The net losses of $70.6 million recorded during the nine months ended September 30, 2025 consisted of net losses of $30.4 million for an environmental liability at an operating facility in the period, net losses of $29.1 million for charges to write off the carrying cost of certain contracts and non-operating facility permits that were not, or are not expected to be, renewed prior to the original estimated termination date and net losses of $12.1 million on the disposal of property and equipment, partially offset by other net gains of $1.0 million.

The net losses of $11.4 million recorded during the nine months ended September 30, 2024 consisted of $8.1 million of net losses on the disposal of property and equipment, $3.1 million due to increases associated with uninsured damages to an operating facility and $1.6 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, partially offset by $1.4 million of other net gains.

Operating Income .

Operating income increased $34.8 million, or 8.2%, to $459.5 million for the three months ended June 30, 2025, from $424.7 million for the three months ended June 30, 2024.

Operating income increased $58.3 million, or 7.4%, to $849.8 million for the six months ended June 30, 2025, from $791.5 million for the six months ended June 30, 2024.

The increases in our operating income for both the three and six months ended June 30, 2025 were due primarily to price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the three and six months ended June 30, 2024, and lower fuel costs due to diesel prices, partially offset by increased risk management, labor and benefits costs.

Operating income as a percentage of revenues increased 0.3 percentage points to 19.1% for the three months ended June 30, 2025, from 18.8% for the three months ended June 30, 2024.

The increase as a percentage of revenues was comprised of a 0.3 percentage point decrease in impairments and other operating items and a 0.1 percentage point decrease in selling, general and administrative expenses, partially offset by a 0.1 percentage point increase in amortization expense.

Operating income as a percentage of revenues remained flat at 18.3% for the six months ended June 30, 2025 and the six months ended June 30, 2024.

Operating income as a percentage of revenues was impacted by a 0.3 percentage point increase in selling, general and administrative expenses, a 0.1 percentage point increase in depreciation expense and a 0.1 percentage point increase in amortization expense, partially offset by a 0.5 percentage point decrease in cost of operations.

Operating income decreased $35.7 million, or 7.5%, to $439.6 million for the three months ended September 30, 2025, from $475.3 million for the three months ended September 30, 2024.

Operating income increased $22.5 million, or 1.8%, to $1.289 billion for the nine months ended September 30, 2025, from $1.267 billion for the nine months ended September 30, 2024.

The decrease in our operating income for the three months ended September 30, 2025 was due primarily to increased impairments and other operating expenses, increased labor and benefits costs, an increase in trucking costs and higher risk management costs, partially offset by price increases for our solid waste services and operating income generated from acquisitions closed during, or subsequent to, the three months ended September 30, 2024.

The increase in our operating income for the nine months ended September 30, 2025 was due primarily to price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the nine months ended September 30, 2024, and lower fuel costs, partially offset by increased impairments and other operating items, higher labor and benefits costs, higher risk management costs and an increase in trucking costs.

Operating income as a percentage of revenues decreased 2.4 percentage points to 17.9% for the three months ended September 30, 2025, from 20.3% for the three months ended September 30, 2024.

The decrease as a percentage of revenues was comprised of a 2.4 percentage point increase in impairments and other operating items, a 0.2 percentage point increase in amortization expense and a 0.1 percentage point increase in selling, general and administrative expenses, partially offset by a 0.3 percentage point decrease in cost of operations.

Operating income as a percentage of revenues decreased 0.8 percentage points to 18.2% for the nine months ended September 30, 2025, from 19.0% for the nine months ended September 30, 2024.

The decrease as a percentage of revenues was comprised of a 0.9 percentage point increase in impairments and other operating items, a 0.2 percentage point increase in selling, general and administrative expenses and a 0.1 percentage point increase in amortization expense, partially offset by a 0.4 percentage point decrease in cost of operations.

Interest Expense .

Interest expense increased $0.4 million, or 0.5%, to $82.8 million for the three months ended June 30, 2025, from $82.4 million for the three months ended June 30, 2024.

The increase was primarily attributable to an increase of $3.3 million from the issuance of CAD $500.0 million of senior unsecured notes in the prior period, an increase of $3.1 million due to an increase in the average borrowings outstanding under our credit facilities during the three months ended June 30, 2025 and an increase of $2.0 million from the issuance of $500.0 million of senior unsecured notes during the three months ended June 30, 2025, partially offset by a decrease of $6.6 million from lower interest rates on borrowings outstanding during the comparable periods and $1.4 million of other net expense decreases.

Interest expense increased $2.7 million, or 1.7%, to $163.6 million for the six months ended June 30, 2025, from $160.9 million for the six months ended June 30, 2024.

The increase was primarily attributable to an increase of $7.2 million from the issuance of CAD $500.0 million of senior unsecured notes and an increase of $5.3 million from the issuance of $750.0 million of senior unsecured notes in the prior period, an increase of $2.5 million due to higher average borrowings outstanding under our credit facilities during the six months ended June 30, 2025 and an increase of $2.0 million from the issuance of $500.0 million of senior unsecured notes during the six months ended June 30, 2025, partially offset by a decrease of $12.3 million from lower interest rates on borrowings outstanding during the comparable periods and $2.0 million of other net expense decreases.

Interest expense increased $0.9 million, or 1.1%, to $84.4 million for the three months ended September 30, 2025, from $83.5 million for the three months ended September 30, 2024.

The increase was primarily attributable to an increase of $6.5 million from the issuance of $500.0 million of senior unsecured notes in June 2025 and an increase of $0.6 million due to an increase in the average borrowings outstanding under our credit facilities during the

three months ended September 30, 2025 , partially offset by a decrease of $6.2 million from lower interest rates on borrowings outstanding during the comparable periods.

Interest expense increased $3.7 million, or 1.5%, to $248.1 million for the nine months ended September 30, 2025, from $244.4 million for the nine months ended September 30, 2024.

The increase was primarily attributable to an increase of $8.5 million from the issuance of $500.0 million of senior unsecured notes during the nine months ended September 30, 2025, an increase of $7.2 million from the issuance of CAD $500.0 million of senior unsecured notes and an increase of $5.3 million from the issuance of $750.0 million of senior unsecured notes in the prior period and an increase of $3.1 million due to higher average borrowings outstanding under our credit facilities during the nine months ended September 30, 2025 , partially offset by a decrease of $18.5 million from lower interest rates on borrowings outstanding during the comparable periods and a decrease of $1.9 million for other net expense decreases.

Interest Income .

Interest income decreased $1.7 million, or 42.3%, to $2.3 million for the three months ended June 30, 2025, from $4.0 million for the three months ended June 30, 2024.

Interest income decreased $2.0 million, or 32.6%, to $4.1 million for the six months ended June 30, 2025, from $6.1 million for the six months ended June 30, 2024.

The decreases were primarily attributable to lower average investment rates in the current periods.

Interest income increased $1.8 million, or 52.8%, to $5.1 million for the three months ended September 30, 2025, from $3.3 million for the three months ended September 30, 2024.

The increase was primarily attributable to higher average investment rates in the current periods.

Interest income decreased $0.2 million, or 2.3%, to $9.2 million for the nine months ended September 30, 2025, from $9.4 million for the nine months ended September 30, 2024.

The decrease was primarily attributable to lower average investment rates in the current periods.

Other Income, Net .

Other income, net increased $0.5 million to an income total of $10.1 million for the three months ended June 30, 2025, from an income total of $9.6 million for the three months ended June 30, 2024.

Other income of $10.1 million recorded during the three months ended June 30, 2025 consisted of $3.7 million from a vendor rebate and the reimbursement of expenditures, $2.9 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations, $2.1 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period and $1.4 million of income from other sources.

Other income of $9.6 million recorded during the three months ended June 30, 2024 consisted of $12.0 million from a gain on sale of certain investments, partially offset by $0.7 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period reducing the U.S.

dollar consideration required to settle international liabilities and $1.7 million of net losses from other sources.

Other income, net increased $4.1 million to an income total of $11.9 million for the six months ended June 30, 2025, from an income total of $7.8 million for the six months ended June 30, 2024.

Other income of $11.9 million recorded during the six months ended June 30, 2025 consisted of $3.9 million of gains from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period, $3.7 million from a vendor rebate and the reimbursement of expenditures, $2.5 million from proceeds on insurance claims, $1.4 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations and $0.4 million of income from other sources.

Other income of $7.8 million recorded during the six months ended June 30, 2024 consisted of $12.0 million from a gain on sale of certain investments and $1.8 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations, partially offset by $2.3 million from the write off of unamortized loan fees as a result of the early extinguishment of our 2021 Revolving and Term Credit Agreement and 2022 Term Loan Agreement, $1.3 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period reducing the U.S.

dollar consideration required to settle international liabilities and $2.4 million of net losses from other sources.

Other income, net increased $9.6 million to an income total of $14.5 million for the three months ended September 30, 2025, from an income total of $4.9 million for the three months ended September 30, 2024.

Other income of $14.5 million recorded during the three months ended September 30, 2025 consisted of $8.1 million from proceeds on insurance claims, $2.9 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period, $2.3 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations and $1.2 million of income from other sources.

Other income of $4.9 million recorded during the three months ended September 30, 2024 consisted of a $2.1 million increase in the value of investments purchased to fund our employee deferred compensation obligations and $2.8 million in other net income sources.

Other income, net increased $13.8 million to an income total of $26.5 million for the nine months ended September 30, 2025, from an income total of $12.7 million for the nine months ended September 30, 2024.

Other income of $26.5 million recorded during the nine months ended September 30, 2025 consisted of $10.5 million from proceeds on insurance claims, $6.8 million of gains from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period, $3.7 million from a vendor rebate and the reimbursement of expenditures, $3.7 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations and $1.8 million of income from other sources.

Other income of $12.7 million recorded during the nine months ended September 30, 2024 consisted of $12.0 million from a gain on sale of certain investments and $3.9 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations, partially offset by $2.3 million from the write off of unamortized loan fees as a result of the early extinguishment of our 2021 Revolving and Term Credit Agreement and 2022 Term Loan Agreement and $0.9 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period reducing the U.S.

dollar consideration required to settle international liabilities.

Income Tax Provision .

Income taxes increased $18.3 million, to $98.9 million for the three months ended June 30, 2025, from $80.6 million for the three months ended June 30, 2024.

Our effective tax rate for the three months ended June 30, 2025 was 25.4%.

Our effective tax rate for the three months ended June 30, 2024 was 22.6%.

Income taxes increased $30.4 million, to $170.4 million for the six months ended June 30, 2025, from $140.0 million for the six months ended June 30, 2024.

Our effective tax rate for the six months ended June 30, 2025 was 24.3%.

Our effective tax rate for the six months ended June 30, 2024 was 21.7%.

The income tax provision for the three and six months ended June 30, 2025 included a benefit of $0.2 million and $4.8 million, respectively, from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S.

Income taxes decreased $3.5 million, to $88.5 million for the three months ended September 30, 2025, from $92.0 million for the three months ended September 30, 2024.

Our effective tax rate for the three months ended September 30, 2025 was 23.6%.

Our effective tax rate for the three months ended September 30, 2024 was 23.0%.

Income taxes increased $26.9 million, to $258.9 million for the nine months ended September 30, 2025, from $232.0 million for the nine months ended September 30, 2024.

Our effective tax rate for the nine months ended September 30, 2025 was 24.0%.

Our effective tax rate for the nine months ended September 30, 2024 was 22.2%.

The income tax provision for the three and nine months ended September 30, 2025 included a benefit of $0.1 million and $4.9 million, respectively, from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S.

federal statutory rate.

The income tax provision for the three and six months ended June 30, 2024 included a benefit of $0.2 million and $5.4 million, respectively, from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S.

The income tax provision for the three and nine months ended September 30, 2024 included a benefit of $0.1 million and $5.5 million, respectively, from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S.

federal statutory rate.

2 unchanged sentences

The following table disaggregates our revenue by service line for the periods indicated (in thousands of U.S.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Industrial and construction roll off

1 unchanged sentence

Intermodal and other

For the six months ended June 30, 2025, we managed our operations through the following six geographic solid waste operating segments:

Southern, Western, Eastern, Central, Canada and MidSouth.

For the nine months ended September 30, 2025, we managed our operations through the following six geographic solid waste operating segments:

Western, Southern, Eastern, Central, Canada and MidSouth.

Our six geographic solid waste operating segments comprise our reportable segments.

8 unchanged sentences

Three Months Ended

June 30, 2025

September 30, 2025

Corporate (a)

Three Months Ended

June 30, 2024

September 30, 2024

Corporate (a)

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

Corporate (a)

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Corporate (a)

4 unchanged sentences

A reconciliation of segment EBITDA to Income before income tax provision is included in Note 10 to our Condensed Consolidated Financial Statements included in Part 1, Item 1 of this report.

Significant changes in revenue, segment expenses and EBITDA for our reportable segments for the three and six month periods ended June 30, 2025, compared to the three and six month periods ended June 30, 2024, are discussed below.

Revenue increased $37.6 million to $476.9 million for the three months ended June 30, 2025, from $439.3 million for the three months ended June 30, 2024.

Revenue increased $72.1 million to $930.3 million for the six months ended June 30, 2025, from $858.2 million for the six months ended June 30, 2024.

The increases for the three and six months ended June 30, 2025 were due to contributions from acquisitions and price increases, partially offset by a decrease in roll off

volumes, lower E&P waste revenues attributable to decreases in drilling and production activity, lower commercial collection revenues and lower residential collection volumes due to the purposeful non-renewal of certain contracts.

Segment expenses increased $21.8 million to $322.6 million for the three months ended June 30, 2025, from $300.8 million for the three months ended June 30, 2024.

Segment expenses increased $36.0 million to $627.3 million for the six months ended June 30, 2025, from $591.3 million for the six months ended June 30, 2024.

The increases to segment expenses for the three and six months ended June 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, an increase in allocated corporate overhead, higher risk management costs, higher labor costs and an increase in landfill monitoring and maintenance costs , partially offset by lower fuel costs due to diesel prices, a decrease in expenses from operations divested during the current period and lower disposal expense.

EBITDA increased $15.8 million to $154.3 million, or a 32.4% EBITDA margin for the three months ended June 30, 2025, from $138.5 million, or a 31.5% EBITDA margin for the three months ended June 30, 2024.

EBITDA increased $36.1 million to $303.0 million, or a 32.6% EBITDA margin for the six months ended June 30, 2025, from $266.9 million, or a 31.1% EBITDA margin for the six months ended June 30, 2024.

The increases in our EBITDA margin for the three and six months ended June 30, 2025 were due to price-led increases in revenue, the impact of acquisitions having higher EBITDA margins than our segment average, purposeful non-renewal of certain residential contracts with lower EBITDA margins than our segment average, lower fuel costs due to diesel prices and a decrease in truck, container, equipment and facility maintenance and repair expenses , partially offset by higher risk management costs, higher allocated corporate overhead and increased landfill monitoring and maintenance costs.

Revenue increased $7.7 million to $461.7 million for the three months ended June 30, 2025, from $454.0 million for the three months ended June 30, 2024.

Revenue increased $23.9 million to $900.1 million for the six months ended June 30, 2025, from $876.2 million for the six months ended June 30, 2024.

The increases for the three and six months ended June 30, 2025 were due to price increases, contributions from acquisitions and increases in residential and commercial collection volumes, partially offset by a decrease from an operation closed subsequent to the prior period, a decline in intermodal revenues and lower recyclable commodity revenues due to a decrease in commodity values.

Segment expenses increased $14.2 million to $333.7 million for the three months ended June 30, 2025, from $319.5 million for the three months ended June 30, 2024.

Segment expenses increased $31.1 million to $659.8 million for the six months ended June 30, 2025, from $628.7 million for the six months ended June 30, 2024.

The increases to segment expenses for the three and six months ended June 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, increased labor and benefits costs, an increase in allocated corporate overhead, increased operating costs associated with higher collection volumes and higher risk management expenses, partially offset by a decrease from an operation closed subsequent to the prior period and lower landfill monitoring and maintenance costs.

EBITDA decreased $6.4 million to $128.0 million, or a 27.7% EBITDA margin for the three months ended June 30, 2025, from $134.4 million, or a 29.6% EBITDA margin for the three months ended June 30, 2024.

EBITDA decreased $7.2 million to $240.3 million, or a 26.7% EBITDA margin for the six months ended June 30, 2025, from $247.5 million, or a 28.2% EBITDA margin for the six months ended June 30, 2024.

The decreases in our EBITDA margin for the three and six months ended June 30, 2025 were due to an operation closed subsequent to the prior period, an increase in allocated overhead expenses and higher risk management costs, partially offset by price-led increases in revenue, a decrease in landfill monitoring and maintenance costs, lower fuel costs due to diesel prices and decreased expenses for uncollectible accounts receivable.

Revenue increased $56.1 million to $442.2 million for the three months ended June 30, 2025, from $386.1 million for the three months ended June 30, 2024.

Revenue increased $99.3 million to $845.5 million for the six months ended June 30, 2025, from $746.2 million for the six months ended June 30, 2024.

The increases for the three and six months ended June 30, 2025 were due to contributions from acquisitions and price increases, partially offset by decreases in hauling and post-collection volumes and a decrease in recyclable commodity revenues as compared to the prior period.

Segment expenses increased $44.9 million to $327.9 million for the three months ended June 30, 2025, from $283.0 million for the three months ended June 30, 2024.

Segment expenses increased $79.9 million to $628.0 million for the six months ended June 30, 2025, from $548.1 million for the six months ended June 30, 2024.

The increases to segment expenses for the three and six months ended June 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, increases in allocated corporate overhead, an increase in labor costs, higher risk management expenses and an increase in truck, container, equipment and facility maintenance and repair expenses , partially offset by lower fuel costs due to diesel prices, a decrease in landfill monitoring and maintenance costs and decreased trucking costs due to lower transfer volumes.

EBITDA increased $11.2 million to $114.3 million, or a 25.9% EBITDA margin for the three months ended June 30, 2025, from $103.1 million, or a 26.7% EBITDA margin for the three months ended June 30, 2024.

EBITDA increased $19.3 million to $217.4 million, or a 25.7% EBITDA margin for the six months ended June 30, 2025, from $198.1 million, or a 26.5% EBITDA margin for the six months ended June 30, 2024.

The decreases in our EBITDA margin for the three and six months ended June 30, 2025 were due primarily to higher allocated corporate overhead, higher risk management expenses, higher labor costs and an increase in truck, container, equipment and facility maintenance and repair expenses , partially offset by price-led revenue growth, lower fuel costs due to diesel prices and the impact of acquisitions having higher EBITDA margins than our segment average.

Revenue increased $16.1 million to $402.1 million for the three months ended June 30, 2025, from $386.0 million for the three months ended June 30, 2024.

Revenue increased $28.5 million to $775.5 million for the six months ended June 30, 2025, from $747.0 million for the six months ended June 30, 2024.

The increases for the three and six months ended June 30, 2025 were due to price increases and contributions from acquisitions, partially offset by lower hauling and post-collection volumes and a decrease in recyclable commodity revenues.

Segment expenses increased $11.5 million to $258.7 million for the three months ended June 30, 2025, from $247.2 million for the three months ended June 30, 2024.

Segment expenses increased $18.1 million to $500.3 million for the six months ended June 30, 2025, from $482.2 million for the six months ended June 30, 2024.

The increases to segment expenses for the three and six months ended June 30, 2025 were due to an increase in labor and benefits expenses, higher risk management costs, an increase in allocated corporate overhead, higher disposal expense and an increase in travel and meeting expenses.

EBITDA increased $4.6 million to $143.4 million, or a 35.7% EBITDA margin for the three months ended June 30, 2025, from $138.8 million, or a 36.0% EBITDA margin for the three months ended June 30, 2024.

EBITDA increased $10.4 million to $275.1 million, or a 35.5% EBITDA margin for the six months ended June 30, 2025, from $264.7 million, or a 35.4% EBITDA margin for the six months ended June 30, 2024.

The decrease in our EBITDA margin for the three months ended June 30, 2025 was due to higher risk management costs and an increase in allocated corporate overhead, partially offset by price-led revenue growth, lower fuel costs due to diesel prices and decreased expenses for uncollectible accounts receivable.

The increase in our EBITDA margin for the six months ended June 30, 2025 was due to price-led revenue growth and lower fuel costs due to diesel prices, partially offset by higher allocated corporate overhead and higher risk management costs.

Revenue increased $24.2 million to $343.4 million for the three months ended June 30, 2025, from $319.2 million for the three months ended June 30, 2024.

Revenue increased $46.6 million to $646.1 million for the six months ended June 30, 2025, from $599.6 million for the six months ended June 30, 2024.

The increases for the three and six months ended June 30, 2025 were due to contributions from acquisitions, price increases and higher E&P waste revenues attributable to an increase in volumes, partially offset by a decrease in commercial and residential collection volumes, lower landfill gas sales primarily from lower renewable energy credits and a decrease in recyclable commodity revenues.

Segment expenses increased $4.4 million to $187.5 million for the three months ended June 30, 2025, from $183.1 million for the three months ended June 30, 2024.

Segment expenses increased $12.5 million to $354.6 million for the six

months ended June 30, 2025, from $342.1 million for the six months ended June 30, 2024.

The increases to segment expenses for the three and six months ended June 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, higher labor and benefits costs, increased trucking costs and higher taxes associated with incremental E&P volume, partially offset by lower risk management expenses and a decrease in truck, container, equipment and facility maintenance and repair expenses.

EBITDA increased $19.8 million to $155.9 million, or a 45.4% EBITDA margin for the three months ended June 30, 2025, from $136.1 million, or a 42.7% EBITDA margin for the three months ended June 30, 2024.

EBITDA increased $34.0 million to $291.5 million, or a 45.1% EBITDA margin for the six months ended June 30, 2025, from $257.5 million, or a 42.9% EBITDA margin for the six months ended June 30, 2024.

The increases in our EBITDA margin for the three and six months ended June 30, 2025 were due to price-led increases in revenue, the impact of acquisitions having higher EBITDA margins than our segment average, lower risk management expenses, lower fuel costs due to diesel prices and a decrease in landfill monitoring and maintenance costs, partially offset by the impact of lower landfill gas revenues and increased expenses for uncollectible accounts receivable.

Revenue increased $17.1 million to $280.7 million for the three months ended June 30, 2025, from $263.6 million for the three months ended June 30, 2024.

Revenue increased $44.0 million to $537.7 million for the six months ended June 30, 2025, from $493.7 million for the six months ended June 30, 2024.

The increases for the three and six months ended June 30, 2025 were due to contributions from acquisitions, price increases and an increase in recyclable commodity revenues due to an increase in recycling volumes, partially offset by a decrease in roll off and residential collection volumes.

Segment expenses increased $13.4 million to $202.2 million for the three months ended June 30, 2025, from $188.8 million for the three months ended June 30, 2024.

Segment expenses increased $28.9 million to $390.3 million for the six months ended June 30, 2025, from $361.4 million for the six months ended June 30, 2024.

The increases to segment expenses for the three and six months ended June 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, higher labor and benefits expenses, increases in allocated corporate overhead, an increase in landfill monitoring and maintenance costs and higher risk management costs, partially offset by lower fuel costs due to diesel prices and a decrease in trucking costs.

EBITDA increased $3.8 million to $78.5 million, or a 28.0% EBITDA margin for the three months ended June 30, 2025, from $74.7 million, or a 28.4% EBITDA margin for the three months ended June 30, 2024.

EBITDA increased $15.2 million to $147.4 million, or a 27.4% EBITDA margin for the six months ended June 30, 2025, from $132.2 million, or a 26.8% EBITDA margin for the six months ended June 30, 2024.

The decrease in our EBITDA margin for the three months ended June 30, 2025 was due primarily to an increase in landfill monitoring and maintenance costs, higher risk management costs and an increase in allocated corporate overhead, partially offset by lower fuel costs due to diesel prices and price-led revenue growth.

The increase in our EBITDA margin for the six months ended June 30, 2025 was due primarily to price-led revenue growth, lower fuel costs due to diesel prices and a decrease in truck, container, equipment and facility maintenance and repair expenses , partially offset by an increase in landfill monitoring and maintenance costs, higher risk management costs and an increase in allocated corporate overhead.

Segment expenses decreased $4.3 million to $3.2 million for the three months ended June 30, 2025, from $7.5 million for the three months ended June 30, 2024.

Segment expenses decreased $1.6 million to $17.0 million for the six months ended June 30, 2025, from $18.6 million for the six months ended June 30, 2024.

The decreases to segment expenses for the three and six months ended June 30, 2025 were due to increased allocation of costs to our operating segments and a decrease in deal costs associated with acquisitions closed during the comparable periods, partially offset by increased professional fees, higher incentive compensation costs and higher administrative payroll costs to support continued growth in the business.

EBITDA decreased $4.2 million and $1.6 million for the three and six months ended June 30, 2025, respectively, as compared to the prior periods, due to the increase in segment expenses.

Significant changes in revenue, segment expenses and EBITDA for our reportable segments for the three and nine month periods ended September 30, 2025, compared to the three and nine month periods ended September 30, 2024, are discussed below.

Revenue increased $10.1 million to $486.3 million for the three months ended September 30, 2025, from $476.2 million for the three months ended September 30, 2024.

Revenue increased $33.9 million to $1.386 billion for the nine months ended September 30, 2025, from $1.352 billion for the nine months ended September 30, 2024.

The increases for the three and nine months ended September 30, 2025 were due to price increases, contributions from acquisitions and increases in residential and commercial collection volumes, partially offset by a decrease from an operation closed subsequent to the prior period and a decrease in recyclable commodity revenues as compared to the prior period.

Segment expenses increased $13.8 million to $342.5 million for the three months ended September 30, 2025, from $328.7 million for the three months ended September 30, 2024.

Segment expenses increased $44.7 million to $1.002 billion for the nine months ended September 30, 2025, from $957.5 million for the nine months ended September 30, 2024.

The increases to segment expenses for the three and nine months ended September 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, increased labor and benefits costs, an increase in allocated corporate overhead, increased operating costs associated with higher collection volumes and higher risk management expenses, partially offset by a decrease from an operation closed subsequent to the prior period and lower landfill monitoring and maintenance costs.

EBITDA decreased $3.7 million to $143.8 million, or a 29.6% EBITDA margin for the three months ended September 30, 2025, from $147.5 million, or a 31.0% EBITDA margin for the three months ended September 30, 2024.

EBITDA decreased $10.9 million to $384.1 million, or a 27.7% EBITDA margin for the nine months ended September 30, 2025, from $395.0 million, or a 29.2% EBITDA margin for the nine months ended September 30, 2024.

The decreases in our EBITDA margin for the three and nine months ended September 30, 2025 were due to an operation closed subsequent to the prior period, an increase in allocated corporate overhead expenses, higher risk management costs and an increase in fuel costs, partially offset by price-led increases in revenue and a decrease in landfill monitoring and maintenance costs.

Revenue increased $32.2 million to $485.4 million for the three months ended September 30, 2025, from $453.2 million for the three months ended September 30, 2024.

Revenue increased $104.3 million to $1.416 billion for the nine months ended September 30, 2025, from $1.311 billion for the nine months ended September 30, 2024.

The increases for the three and nine months ended September 30, 2025 were due to contributions from acquisitions and price increases, partially offset by lower commercial and residential collection volumes, a decrease in roll off volumes, lower E&P waste revenues attributable to decreases in drilling and production activity and a decrease in recyclable commodity revenues as compared to the prior period.

Segment expenses increased $18.2 million to $327.0 million for the three months ended September 30, 2025, from $308.8 million for the three months ended September 30, 2024.

Segment expenses increased $54.3 million to $954.4 million for the nine months ended September 30, 2025, from $900.1 million for the nine months ended September 30, 2024.

The increases to segment expenses for the three and nine months ended September 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, an increase in allocated corporate overhead, higher risk management costs, higher labor costs, an increase in third-party brokerage and higher landfill monitoring and maintenance costs , partially offset by a decrease in truck, container, equipment and facility maintenance and repair expenses, lower fuel costs, a decrease in expenses from operations divested during the current period and lower disposal expense.

EBITDA increased $14.0 million to $158.4 million, or a 32.6% EBITDA margin for the three months ended September 30, 2025, from $144.4 million, or a 31.9% EBITDA margin for the three months ended September 30, 2024.

EBITDA increased $50.1 million to $461.4 million, or a 32.6% EBITDA margin for the nine months ended September 30, 2025, from $411.3 million, or a 31.4% EBITDA margin for the nine months ended September 30, 2024.

The increases in our EBITDA margin for the three and nine months ended September 30, 2025 were due to price-led increases in revenue, the impact of acquisitions having higher EBITDA margins than our segment average, lower fuel costs and a decrease in truck, container, equipment and facility maintenance and repair expenses , partially offset by lower E&P activity from decreases in drilling and production activity, higher risk management costs, higher allocated corporate overhead and increased landfill monitoring and maintenance costs.

Revenue increased $33.1 million to $440.8 million for the three months ended September 30, 2025, from $407.7 million for the three months ended September 30, 2024.

Revenue increased $132.4 million to $1.286 billion for the nine months ended September 30, 2025, from $1.154 billion for the nine months ended September 30, 2024.

The increases for the three and nine months ended September 30, 2025 were due to contributions from acquisitions and price increases, partially offset by decreases in roll off and post-collection volumes, lower commercial collection volumes due to the purposeful non-renewal of lower margin contracts and a decrease in recyclable commodity revenues as compared to the prior period.

Segment expenses increased $26.1 million to $319.8 million for the three months ended September 30, 2025, from $293.7 million for the three months ended September 30, 2024.

Segment expenses increased $106.1 million to $947.8 million for the nine months ended September 30, 2025, from $841.7 million for the nine months ended September 30, 2024.

The increases to segment expenses for the three and nine months ended September 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, increases in allocated corporate overhead, an increase in labor costs, higher risk management expenses, an increase in trucking costs due to higher transfer volumes and an increase in truck, container, equipment and facility maintenance and repair expenses , partially offset by lower fuel costs due to diesel prices, a decrease in landfill monitoring and maintenance costs and lower disposal expense.

EBITDA increased $7.0 million to $121.0 million, or a 27.5% EBITDA margin for the three months ended September 30, 2025, from $114.0 million, or a 28.0% EBITDA margin for the three months ended September 30, 2024.

EBITDA increased $26.3 million to $338.4 million, or a 26.3% EBITDA margin for the nine months ended September 30, 2025, from $312.1 million, or a 27.0% EBITDA margin for the nine months ended September 30, 2024.

The decreases in our EBITDA margin for the three and nine months ended September 30, 2025 were due primarily to higher allocated corporate overhead, higher risk management expenses, higher labor costs and an increase in truck, container, equipment and facility maintenance and repair expenses , partially offset by price-led revenue growth, the impact of acquisitions having higher EBITDA margins than our segment average, lower fuel costs and a decrease in landfill monitoring and maintenance costs.

Revenue increased $21.7 million to $413.4 million for the three months ended September 30, 2025, from $391.7 million for the three months ended September 30, 2024.

Revenue increased $50.2 million to $1.189 billion for the nine months ended September 30, 2025, from $1.139 billion for the nine months ended September 30, 2024.

The increases for the three and nine months ended September 30, 2025 were due to price increases and contributions from acquisitions, partially offset by lower roll-off and post-collection volumes and a decrease in recyclable commodity revenues.

Segment expenses increased $14.4 million to $262.7 million for the three months ended September 30, 2025, from $248.3 million for the three months ended September 30, 2024.

Segment expenses increased $32.6 million to $763.1 million for the nine months ended September 30, 2025, from $730.5 million for the nine months ended September 30, 2024.

The increases to segment expenses for the three and nine months ended September 30, 2025 were due to an increase in labor and benefits expenses, an increase in allocated corporate overhead, higher risk management costs, higher disposal expense and an increase in truck, container, equipment and facility maintenance and repair expenses partially offset by decreased expenses for uncollectible accounts receivable.

EBITDA increased $7.1 million to $150.6 million, or a 36.4% EBITDA margin for the three months ended September 30, 2025, from $143.5 million, or a 36.6% EBITDA margin for the three months ended September 30, 2024.

EBITDA increased $17.6 million to $425.8 million, or a 35.8% EBITDA margin for the nine months ended September 30, 2025, from $408.2 million, or a 35.8% EBITDA margin for the nine months ended September 30, 2024.

The decrease in our EBITDA margin for the three months ended September 30, 2025 was due to higher risk management costs and an increase in allocated corporate overhead, partially offset by price-led revenue growth, lower fuel costs and a reduction in expenses related to uncollectible accounts receivable driven by improved collection efforts.

EBITDA margin for the nine months ended September 30, 2025 was favorably impacted by price-led revenue growth, lower fuel costs and a decrease in labor and benefits expenses relative to revenue, offset by higher risk management costs and an increase in allocated corporate overhead.

Revenue increased $7.7 million to $349.8 million for the three months ended September 30, 2025, from $342.1 million for the three months ended September 30, 2024.

Revenue increased $54.3 million to $995.9 million for the nine months ended September 30, 2025, from $941.6 million for the nine months ended September 30, 2024.

The increases for the three and nine months ended September 30, 2025 were due to price increases, contributions from acquisitions and higher E&P waste revenues attributable to an increase in volumes, partially offset by a decrease in commercial and residential collection volumes, lower landfill gas sales primarily from lower renewable energy credits and a decrease in recyclable commodity revenues.

Segment expenses increased $1.4 million to $189.9 million for the three months ended September 30, 2025, from $188.5 million for the three months ended September 30, 2024.

Segment expenses increased $14.0 million to $544.5 million for the nine months ended September 30, 2025, from $530.5 million for the nine months ended September 30, 2024.

The increases to segment expenses for the three and nine months ended September 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, higher labor and benefits costs, increased trucking costs and higher taxes associated with incremental volume, partially offset by lower risk management expenses, lower disposal expenses associated with a decrease in roll off and transfer station volumes and a decrease in truck, container, equipment and facility maintenance and repair expenses.

EBITDA increased $6.3 million to $159.9 million, or a 45.7% EBITDA margin for the three months ended September 30, 2025, from $153.6 million, or a 44.9% EBITDA margin for the three months ended September 30, 2024.

EBITDA increased $40.3 million to $451.4 million, or a 45.3% EBITDA margin for the nine months ended September 30, 2025, from $411.1 million, or a 43.7% EBITDA margin for the nine months ended September 30, 2024.

The increases in our EBITDA margin for the three and nine months ended September 30, 2025 were due to price-led increases in revenue, the impact of acquisitions having higher EBITDA margins than our segment average, favorable fuel pricing, lower risk management expenses and a decrease in truck, container, equipment and facility maintenance and repair expenses , partially offset by an increase in labor and benefits expenses and the decline in renewal energy credit pricing.

Revenue increased $15.2 million to $282.8 million for the three months ended September 30, 2025, from $267.6 million for the three months ended September 30, 2024.

Revenue increased $59.3 million to $820.5 million for the nine months ended September 30, 2025, from $761.2 million for the nine months ended September 30, 2024.

The increases for the three and nine months ended September 30, 2025 were due to price increases and contributions from acquisitions, partially offset by a decrease in recyclable commodity revenues and a decrease in roll off and residential collection volumes.

Segment expenses increased $11.6 million to $202.2 million for the three months ended September 30, 2025, from $190.6 million for the three months ended September 30, 2024.

Segment expenses increased $40.5 million to $592.5 million for the nine months ended September 30, 2025, from $552.0 million for the nine months ended September 30, 2024.

The increases to segment expenses for the three and nine months ended September 30, 2025 were due to an increase in expenses from acquisitions closed during the comparable periods, higher labor and benefits expenses, increases in allocated corporate overhead, an increase in landfill monitoring and maintenance costs and higher risk management costs.

EBITDA increased $3.6 million to $80.6 million, or a 28.5% EBITDA margin for the three months ended September 30, 2025, from $77.0 million, or a 28.8% EBITDA margin for the three months ended September 30, 2024.

EBITDA increased $18.7 million to $228.0 million, or a 27.8% EBITDA margin for the nine months ended September 30, 2025, from $209.3 million, or a 27.5% EBITDA margin for the nine months ended September 30, 2024.

The decrease in our EBITDA margin for the three months ended September 30, 2025 was due primarily to an increase in landfill monitoring and maintenance costs, an increase in allocated corporate overhead and an increase in professional fees, partially offset by price-led revenue growth and lower fuel costs.

The increase in our EBITDA margin for the nine months ended September 30, 2025 was due primarily to price-led revenue growth, lower fuel costs due to diesel prices and a reduction in expenses related to uncollectible accounts receivable, partially offset by increased landfill monitoring and maintenance costs, an increase in allocated corporate overhead and higher risk management costs.

Segment expenses decreased $8.8 million to income of $0.7 million for the three months ended September 30, 2025, from expenses of $8.1 million for the three months ended September 30, 2024.

Segment expenses decreased $10.4 million to $16.3 million for the nine months ended September 30, 2025, from $26.7 million for the nine months ended September 30, 2024.

The decreases to segment expenses for the three and nine months ended September 30, 2025 were due to increased allocation of costs to our operating segments and a decrease in deal costs associated with acquisitions closed during the comparable periods, partially offset by higher incentive compensation costs and higher administrative payroll costs to support continued growth in the business and increased professional fees.

EBITDA increased $8.8 million and $10.4 million for the three and nine months ended September 30, 2025, respectively, as compared to the prior periods, due to the decrease in segment expenses.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth cash flow information for the six months ended June 30, 2025 and 2024 (in thousands of U.S.

Six Months Ended

The following table sets forth cash flow information for the nine months ended September 30, 2025 and 2024 (in thousands of U.S.

Nine Months Ended

September 30,

Net cash provided by operating activities

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Operating Activities Cash Flows

Net cash provided by operating activities increased $78.1 million to $1.180 billion for the six months ended June 30, 2025, from net cash provided by operating activities of $1.102 billion for the six months ended June 30, 2024.

Net cash provided by operating activities increased $197.2 million to $1.857 billion for the nine months ended September 30, 2025, from net cash provided by operating activities of $1.660 billion for the nine months ended September 30, 2024.

The significant components of the increase included the following:

1) Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $127.8 million from an increase in net income, excluding depreciation, adjustments to and payments of contingent consideration, amortization of intangibles, loss on disposal of assets and impairments, interest accretion, adjustments to closure and post-closure liabilities and share-based compensation, due primarily to price increases, operating income generated from acquisitions closed during, or subsequent to, the six months ended June 30, 2024, and lower fuel costs due to diesel prices, partially offset by increased risk management, labor and benefits costs.

2) Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was favorably impacted by $36.2 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in an increase to operating cash flows of $75.9 million for the six months ended June 30, 2025, compared to an increase to operating cash flows of $39.7 million for the six months ended June 30, 2024.

The increase for the six months ended June 30, 2025 was due primarily to outstanding obligations to vendors and an increase in accrued payroll.

The increase for the six months ended June 30, 2024 was due primarily to an increase in accrued insurance costs and an increase in accrued interest due to the timing of interest payments, partially offset by outstanding obligations to vendors and accrued annual management bonus compensation as of December 31, 2023 that were paid in the prior year period.

3) Deferred revenue — Our increase in net cash provided by operating activities was favorably impacted by $15.0 million from deferred revenue as changes in deferred revenue resulted in an increase to operating cash flows of $24.7 million for the six months ended June 30, 2025, compared to an increase to operating cash flows of $9.7 million for the six months ended June 30, 2024.

1) Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $ 211.8 million from an increase in net income, excluding depreciation, adjustments to and payments of contingent consideration, amortization of intangibles, loss on disposal of assets and impairments, adjustments to closure and post-closure liabilities and share-based compensation, due primarily to price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the nine months ended September 30, 2024, and lower fuel costs, partially offset by increased impairments and other operating items, labor and benefits costs, higher risk management costs and an increase in trucking costs.

2) Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was favorably impacted by $62.1 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in an increase to operating cash flows of $147.8 million for the nine months ended September 30, 2025, compared to an increase to operating cash flows of $85.7 million for the nine months ended September 30, 2024.

The increase for the nine months ended September 30, 2025 was due primarily to an increase in accrued insurance costs, outstanding obligations to vendors and an increase in accrued payroll.

The increase for the nine months ended September 30, 2024 was due primarily to an increase in accrued insurance costs, an increase in outstanding obligations to vendors and an increase in accrued interest due to the timing of interest payments.

3) Prepaid expenses — Our increase in net cash provided by operating activities was favorably impacted by $43.5 million from prepaid expenses as changes in prepaid expenses resulted in an increase to operating cash flow of $8.6 million for the nine months ended September 30, 2025, compared to a decrease to operating cash flow of $34.9 million for the nine months ended September 30, 2024.

The increase for the nine months ended September 30, 2025 was due primarily to a decrease in prepaid expenses related to the quarterly tax provision and a reduction of prepaid insurance costs.

The decrease for the nine months ended September 30, 2024 was due primarily to an increase in prepaid expenses related to higher insurance payments.

4) Deferred revenue — Our increase in net cash provided by operating activities was favorably impacted by $13.1 million from deferred revenue as changes in deferred revenue resulted in an increase to operating cash flows of $24.0 million for the nine months ended September 30, 2025, compared to an increase to operating cash flows of $10.9 million for the nine months ended September 30, 2024.

For both comparative periods, deferred revenue increased due to price increases on our advanced billed residential and commercial collection services.

4) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was unfavorably impacted by $67.4 million from an increase in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $151.9 million for the six months ended June 30, 2025 as compared to a decrease to operating cash flows of $84.5 million for the six months ended June 30, 2024.

5) Accounts receivable — Our increase in net cash provided by operating activities was unfavorably impacted by $20.3 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $74.3 million for the six months ended June 30, 2025, compared to a decrease to operating cash flows of $54.0 million for the six months ended June 30, 2024.

The decrease for the six months ended June 30, 2025 was driven by higher revenues, which remained as outstanding receivables at the end of the period, partially offset

by improved receivables turnover from collection efforts.

The decrease for the six months ended June 30, 2024 was due to increases in revenue, which remained as outstanding receivables at June 30,2024 .

At June 30, 2025, we had a working capital deficit of $651.5 million, including cash and equivalents of $110.2 million.

Our working capital deficit decreased $0.4 million from a working capital deficit of $651.9 million at December 31, 2024 including cash and equivalents of $62.4 million, due primarily to an increase in cash and cash equivalents, an increase in outstanding receivables driven by higher revenues and a decrease in accrued liabilities related to payments for closure and post-closure activities, partially offset by increases in accounts payable from an increase in outstanding obligations to vendors and an increase in accrued payroll, an increase in deferred revenue and adjustments to contingent consideration.

5) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was unfavorably impacted by $78.1 million from an increase in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $223.3 million for the nine months ended September 30, 2025 as compared to a decrease to operating cash flows of $145.2 million for the nine months ended September 30, 2024.

6) Accounts receivable — Our increase in net cash provided by operating activities was unfavorably impacted by $58.9 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $116.7 million for the nine months ended September 30, 2025, compared to a decrease to operating cash flows of $57.8 million for the nine months ended September 30, 2024.

The decrease for the nine months ended September 30, 2025 was driven by higher revenues, which remained as outstanding receivables at the end of the period, and a reduction of receivables turnover relative to the prior period.

The decrease for the nine months ended September 30, 2024 was due to increases in revenue, which remained as outstanding receivables at September 30, 2024, partially offset by one additional collection day in the period .

At September 30, 2025, we had a working capital deficit of $684.0 million, including cash and equivalents of $117.6 million.

Our working capital deficit increased $32.1 million from a working capital deficit of $651.9 million at December 31, 2024 including cash and equivalents of $62.4 million, due primarily to an increase in accounts payable from an increase in accrued insurance costs, outstanding obligations to vendors and an increase in accrued payroll, adjustments to contingent consideration and an increase in deferred revenue, partially offset by an increase in outstanding receivables driven by higher revenues and a reduction of receivables turnover relative to the prior period as well as an increase in cash and cash equivalents.

To date, we have experienced no loss or lack of access to our cash and equivalents;

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Investing Activities Cash Flows

Net cash used in investing activities decreased $774.1 million to $1.020 billion for the six months ended June 30, 2025, from $1.794 billion for the six months ended June 30, 2024.

Net cash used in investing activities decreased $1.212 billion to $1.434 billion for the nine months ended September 30, 2025, from $2.646 billion for the nine months ended September 30, 2024.

The significant components of the decrease included the following:

1) A decrease in cash paid for acquisitions of $925.0 million;

1) A decrease in cash paid for acquisitions of $1.383 billion;

2) An increase in capital expenditures at operations owned in the comparable period of $102.1 million due to ongoing projects, expenditures for trucks and equipment and landfill site costs, partially offset by a decrease in expenditures for containers and compactors, land and facility improvements;

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Financing Activities Cash Flows

Net cash used in financing activities was $92.5 million for the six months ended June 30, 2025, compared to net cash provided by financing activities of $701.9 million for the six months ended June 30, 2024, representing a decrease of $794.4 million.

Net cash used in financing activities was $331.5 million for the nine months ended September 30, 2025, compared to net cash provided by financing activities of $1.040 billion for the nine months ended September 30, 2024, representing a decrease of $1.372 billion.

The significant components of the decrease included the following:

1) A decrease from the net change in long-term borrowings of $780.6 million in which long-term borrowings increased $126.6 million during the six months ended June 30, 2025 and increased $907.2 million during the six months ended June 30, 2024;

2) A decrease from higher cash dividends paid of $15.7 million due primarily to an increase in our quarterly dividend rate for the six months ended June 30, 2025 to $0.315 per share, from $0.285 per share for the six months ended June 30, 2024;

3) A decrease from higher payments of contingent consideration of $10.4 million not included in earnings that occurred during the six months ended June 30, 2025;

4) An increase from lower payments related to the issuance of debt of $9.1 million that occurred during the six months ended June 30, 2024.

1) A decrease from the net change in long-term borrowings of $918.3 million in which long-term borrowings increased $416.6 million during the nine months ended September 30, 2025 and increased $1.335 billion during the nine months ended September 30, 2024;

2) A decrease from higher payments to repurchase our common shares of $442.2 million during the nine months ended September 30, 2025;

3) A decrease from higher cash dividends paid of $22.7 million due primarily to an increase in our quarterly dividend rate for the nine months ended September 30, 2025 to $0.315 per share, from $0.285 per share for the nine months ended September 30, 2024;

4) An increase from lower payments related to the issuance of debt of $8.6 million in which debt issuance costs increased $4.8 million during the nine months ended September 30, 2025 and increased $13.4 million during the nine months ended September 30, 2024.

On July 22, 2025, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,855,691 of our common shares during the period of August 12, 2025 to August 11, 2026 or until such earlier time as the NCIB is completed or terminated at our option.

Shareholders may obtain a copy of our TSX Form 12 – Notice of Intention to Make a Normal Course Issuer Bid, without charge, by request directed to our Executive Vice President and Chief Financial Officer at (832) 442-2200.

The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the

market price of our common shares, any share buyback taxes applicable and overall market conditions.

The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of the common shares, any share buyback taxes applicable and overall market conditions.

All common shares purchased under the NCIB will be immediately cancelled following their repurchase.

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In October 2025, we announced that our Board of Directors increased our regular quarterly cash dividend by $0.035, from $0.315 to $0.350 per share.

Cash dividends of $163.0 million and $147.3 million were paid during the six months ended June 30, 2025 and 2024, respectively.

Cash dividends of $244.0 million and $221.3 million were paid during the nine months ended September 30, 2025 and 2024, respectively.

We cannot assure as to the amounts or timing of future dividends.

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Our capital requirements include acquisitions and capital expenditures, including for landfill cell construction, landfill development, landfill closure activities and intermodal facility construction in the future.

We made $497.8 million in capital expenditures for property and equipment during the six months ended June 30, 2025, and we expect to make total capital expenditures for property and equipment in 2025 of between approximately $1.200 billion and $1.250 billion, including $100 million to $150 million for renewable natural gas facilities.

We made $794.9 million in capital expenditures for property and equipment during the nine months ended September 30, 2025, and we expect to make total capital expenditures for property and equipment in 2025 of between approximately

$1.200 billion and $1.250 billion, including $75 million to $125 million for renewable natural gas facilities.

We have funded and intend to fund the balance of our planned 2025 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Revolving Credit Agreement.

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See Note 9 to our Condensed Consolidated Financial Statements for further details on the 2035 Senior Notes.

At June 30, 2025, $1.906 billion under the revolving credit facility was outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $60.0 million.

We also had $113.6 million of letters of credit issued and outstanding at June 30, 2025 under a facility other than the Revolving Credit Agreement.

At September 30, 2025, $2.199 billion under the revolving credit facility was outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $37.6 million.

We also had $184.0 million of letters of credit issued and outstanding at September 30, 2025 under a facility other than the Revolving Credit Agreement.

Our Revolving Credit Agreement matures on February 27, 2029.

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Unless otherwise indicated in the relevant offering documents, we expect to use the proceeds from any such offerings for general corporate purposes, including repaying, redeeming or repurchasing debt, acquiring additional assets or businesses, capital expenditures and increasing our working capital.

At June 30, 2025, we had the following contractual obligations:

At September 30, 2025, we had the following contractual obligations:

Payments Due by Period

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dollar base rate loans, Canadian dollar term CORRA rate loans, and Canadian dollar prime rate loans.

At June 30, 2025, $1.025 billion of the outstanding borrowings drawn under the revolving credit facility were in U.S.

term SOFR rate loans, which bear interest at the term SOFR rate plus the applicable margin (for a total rate of 5.20% on such date).

At June 30, 2025, $48.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S.

At September 30, 2025, $985.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S.

term SOFR rate loans, which bear interest at the term SOFR rate plus the

applicable margin (for a total rate ranging from 5.04% to 5.16% on such date).

At September 30, 2025, $40.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S.

base rate loans, which bear interest at the base rate plus the applicable margin (for a total rate of 7.25% on such date).

At June 30, 2025, $817.3 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based CORRA rate loans, which bear interest at the term CORRA rate plus the applicable margin (for a total rate ranging from 3.86% to 3.92% on such date).

At June 30, 2025, $16.1 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based prime rate loans, which bear interest at the Canadian prime rate plus the applicable prime rate margin (for a total rate of 4.95% on such date).

At September 30, 2025, $1.167 billion of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based CORRA rate loans, which bear interest at the term CORRA rate plus the applicable margin (for a total rate ranging from 3.71% to 3.88% on such date).

At September 30, 2025, $7.2 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based prime rate loans, which bear interest at the Canadian prime rate plus the applicable prime rate margin (for a total rate of 4.70% on such date).

2) $500.0 million in principal payments due 2028 related to our 2028 Senior Notes.

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13) $27.5 million in principal payments related to our notes payable to sellers and other third parties.

Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at June 30, 2025, and have maturity dates ranging from 2028 to 2044.

Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at September 30, 2025, and have maturity dates ranging from 2028 to 2044.

14) $14.9 million in principal payments related to our financing leases.

Our financing leases bear interest at rates between 1.89% and 5.35% at June 30, 2025, and have expiration dates ranging from 2026 to 2032.

Our financing leases bear interest at rates between 1.89% and 5.35% at September 30, 2025, and have expiration dates ranging from 2026 to 2032.

The following assumptions were made in calculating cash interest payments:

1) We calculated cash interest payments on the Revolving Credit Agreement using the term SOFR rate plus the applicable term SOFR margin, the base rate plus the applicable base rate margin, the term CORRA rate plus the applicable margin and the Canadian prime rate plus the applicable prime rate margin at June 30, 2025.

applicable margin and the Canadian prime rate plus the applicable prime rate margin at September 30, 2025.

We assumed the Revolving Credit Agreement is paid off when it matures in February 2029.

2) We calculated cash interest payments on our interest rate swaps using the stated interest rate in the swap agreement less the term SOFR rate through the earlier expiration of the term of the swaps or the term of the credit facility.

Contingent consideration payments include $108.1 million recorded as liabilities in our Condensed Consolidated Financial Statements at June 30, 2025, and $14.8 million of future interest accretion on the recorded obligations.

Contingent consideration payments include $109.1 million recorded as liabilities in our Condensed Consolidated Financial Statements at September 30, 2025, and $14.4 million of future interest accretion on the recorded obligations.

We are party to operating lease agreements and finance leases.

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These purchase obligations are established in the ordinary course of our business and are designed to provide us with access to products at competitive, market-driven prices.

At June 30, 2025, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 62.1 million gallons remaining to be purchased for a total of $187.4 million.

At September 30, 2025, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 50.8 million gallons remaining to be purchased for a total of $152.8 million.

The current fuel purchase contracts expire on or before September 30, 2029.

These arrangements have not materially affected our financial position, results of operations or liquidity during the six months ended June 30, 2025, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.

These arrangements have not materially affected our financial position, results of operations or liquidity during the nine months ended September 30, 2025, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.

We have obtained financial surety bonds, primarily to support our financial assurance needs and landfill and E&P waste operations.

We provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $2.057 billion and $2.011 billion at June 30, 2025 and December 31, 2024, respectively.

We provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $2.143 billion and $2.011 billion at September 30, 2025 and December 31, 2024, respectively.

From time to time, we evaluate our existing operations and their strategic importance to us.

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Although we believe our reporting units would not be impaired by such dispositions, we could incur losses on them.

The disposal tonnage that we received in the six month periods ended June 30, 2025 and 2024, at all of our landfills during the respective period, is shown below (tons in thousands):

Six Months Ended June 30,

The disposal tonnage that we received in the nine month periods ended September 30, 2025 and 2024, at all of our landfills during the respective period, is shown below (tons in thousands):

Nine Months Ended September 30,

Owned operational landfills and landfills operated under life-of-site agreements

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NON-GAAP FINANCIAL MEASURES

Adjusted Free Cash Flow

We present adjusted free cash flow, a non-GAAP financial measure, supplementally because it is widely used by investors as a liquidity measure in the solid waste industry.

We calculate adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment.

We further adjust this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of our business operations.

This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures.

Other companies may calculate adjusted free cash flow differently.

Our adjusted free cash flow for the six month periods ended June 30, 2025 and 2024, are calculated as follows (amounts in thousands of U.S.

Six Months Ended

Net cash provided by operating activities

Change in book overdraft

Proceeds from disposal of assets

Capital expenditures for property and equipment

Transaction-related expenses (a)

Executive separation costs (b)

Payment of contingent consideration recorded in earnings (c)

Pre-existing Progressive Waste share-based grants (d)

Tax effect (e)

Adjusted free cash flow

____________________

(a) Reflects the addback of acquisition-related transaction costs.

(b) Reflects the cash component of severance expense associated with an executive departure from 2023.

(c) Reflects the addback of acquisition-related payments for contingent consideration that were recorded as expenses in earnings and as a component of cash flows from operating activities as the amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition date.

(d) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.

(e) The aggregate tax effect of footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.

Adjusted EBITDA

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Other companies may calculate adjusted EBITDA differently.

Our adjusted EBITDA for the three and six month periods ended June 30, 2025 and 2024, are calculated as follows (amounts in thousands of U.S.

Our adjusted EBITDA for the three and nine month periods ended September 30, 2025 and 2024, is calculated as follows (amounts in thousands of U.S.

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net income attributable to Waste Connections

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Other companies may calculate these non-GAAP financial measures differently.

Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the three and six month periods ended June 30, 2025 and 2024, are calculated as follows (amounts in thousands of U.S.

Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the three and nine month periods ended September 30, 2025 and 2024, are calculated as follows (amounts in thousands of U.S.

dollars, except per share amounts):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Reported net income attributable to Waste Connections

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis