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Item 1A. Risk Factors

2026-02-09 compared with 2025-02-19 · 169 added, 237 removed, 269 unchanged (60% of the section changed)

Risk Factors.

Our business, financial condition and results of operations are subject to numerous risks and uncertainties.

You should carefully consider the following risk factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our “Financial Statements and Supplementary Data” in Item 8.

In addition to the following risks, there may be additional risks and uncertainties that adversely affect our business, performance, or financial condition in the future that are not presently known or are not currently believed to be material.

Our business, financial condition and results of operations are subject to numerous risks and uncertainties, some of which are not presently known or not currently believed to be material.

You should carefully consider the following risk factors in conjunction with Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8.

Financial Statements and Supplementary Data .

Strategy and Operational Risks

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● Our employees, customers or investors may not embrace and support our strategy.

● We may not be able to hire or retain the personnel necessary to manage our strategy effectively.

● A key element of our strategy is yield management through focus on price leadership, which has presented challenges to keep existing business and win new business at reasonable returns.

The loss of volumes as a result of price increases and our unwillingness to pursue lower margin volumes may negatively affect our cash flows or results of operations.

Additionally, we have in the past and may in the future face purported class action lawsuits related to our customer service agreements, prices, surcharges and other mandated fees.

Our unwillingness to pursue lower margin volumes may negatively affect our cash flows or results of operations.

● We may be unsuccessful in implementing our technology-led automation and optimization strategy and other improvements to operational efficiency and such efforts may not yield the intended result.

● We may not be able to maintain cost savings achieved, including through our automation and optimization efforts, due to inflationary cost pressures or otherwise.

● Strategic decisions with respect to our asset portfolio may result in impairments to our assets.

● Execution of our strategy, including growth through acquisitions, such as our recent Stericycle acquisition, and our planned and ongoing expansion of our Recycling Processing and Sales and WM Renewable Energy segments, has caused, and may in the future, cause us to incur substantial additional indebtedness, which may divert capital away from our traditional business operations and other financial plans, and may introduce additional risks and volatility to our financial performance.

● We may not be able to maintain cost savings achieved, including through our automation and optimization or acquisition integration efforts, due to inflationary cost pressures or otherwise.

● Execution of our growth strategy, including acquisitions and expansion of operations, has caused, and may in the future cause, us to incur substantial additional indebtedness, which may divert capital away from our traditional business operations and other financial plans.

● Expansion of our Recycling Processing and Sales and Renewable Energy segments may introduce additional compliance and regulatory risks and additional volatility to our financial performance.

● Our ability to make strategic acquisitions depends on our ability to identify desirable acquisition targets, negotiate advantageous transactions despite competition for such opportunities, fund such acquisitions on favorable terms, obtain regulatory approvals and realize the benefits we expect from those transactions.

● Acquisitions, investments and/or new service offerings or lines of business may not increase our earnings in the timeframe anticipated, or at all, due to difficulties operating in new markets or providing new service offerings or lines of business, failure of technologies to perform as expected, failure to operate within budget, integration issues, or regulatory issues and compliance costs, among others, and we may experience issues successfully integrating acquisitions into our internal controls, operations, and/or accounting systems.

● Integration of acquisitions and/or new services offerings or lines of business, such as our expansion into medical waste, controlled substances waste and secure information destruction services, and additional expansion into markets outside of North America has and would result in our business being subject to new laws and regulatory regimes, resulting in greater exposure to risk of inadvertent noncompliance and additional compliance costs.

● Acquisitions, investments and/or new service offerings or lines of business may not increase our earnings to the extent or in the timeframe anticipated, or at all, due to complexities or difficulties operating in new markets or providing new service offerings or lines of business, failure of technologies to perform as expected, failure to achieve targeted revenue growth or market expansion, inability to manage costs within budget, integration issues, or regulatory issues and compliance costs, among others, and we may experience issues successfully integrating acquisitions into our internal controls, operations, and/or accounting systems.

● Integration of acquisitions and/or new services offerings or lines of business, such as our Healthcare Solutions segment, and additional expansion outside of North America, results in our business being subject to new regulations, greater exposure to risk of inadvertent noncompliance and additional compliance costs.

● Liabilities associated with acquisitions, including ones that may exist only because of past operations of an acquired business, may prove to be more difficult or costly to address than anticipated, and businesses or assets we acquire may have undisclosed liabilities, despite our efforts to minimize exposure to such risks through due diligence and other measures.

● Supply chain, regulatory or permitting disruptions or delays could detrimentally impact the execution timeline for our planned and ongoing expansions of our Recycling Processing and Sales and WM Renewable Energy businesses.

● We continue to seek to divest underperforming and non-strategic assets and operations if we cannot improve their profitability.

We may not be able to successfully divest underperforming and non-strategic assets and operations, which could result in asset impairments or the continued operation of low-margin businesses.

In addition to the risks set forth above, implementation of our business strategy could be affected by other factors beyond our control, such as increased competition, legal developments, government regulation, global geopolitical instability, general economic conditions, including slower growth or recession, increased operating costs or expenses, inflation, subcontractor costs and availability and changes in industry trends.

We may decide to alter or discontinue certain aspects of our business strategy at any time.

Even if we are able to implement some or all of the initiatives of our business strategy successfully, our operating results may not improve to the extent we anticipate, or at all.

We may not realize the strategic benefits and cost synergies anticipated from the Stericycle acquisition.

The benefits we expect to receive from the acquisition of Stericycle depend on the performance of the Stericycle business and its ability to achieve financial and operational targets and strategic goals.

The acquired Stericycle business, which is now presented as our new WM Healthcare Solutions segment, is subject to numerous risks and uncertainties that could cause performance to be materially different than we anticipate;

such factors include, but are not limited to, decreases in the volume of medical waste and controlled substances wastes or personal and confidential information collected from customers;

disruptions resulting from deployment of systems, including with respect to the implementation of Stericycle’s enterprise resource planning system and billing and collection delays that Stericycle has experienced following the launch of such system upgrade;

In addition to the risks set forth above, implementation of our business strategy could be affected by other factors beyond our control, such as increased competition, legal developments, government regulation, global geopolitical instability, general economic conditions, increased operating costs and changes in industry trends.

Implementation of our strategy may not improve our operating results to the extent we anticipate, or at all.

We may not realize the strategic benefits, revenue and earnings growth, or cost synergies anticipated from the Stericycle acquisition.

The acquired Stericycle business, which is now presented as our Healthcare Solutions segment, is subject to numerous risks and uncertainties such as decreases in the volume of medical waste and controlled substances wastes or personal and confidential information collected from customers;

disruptions resulting from deployment of operational or technological systems, including with respect to Healthcare Solution’s enterprise resource planning (“ERP”) system and related billing and collection issues and delays;

customer loss resulting from frustration due to billing or service issues;

delayed revenue growth from planned pricing increases due to factors including customer retention, stabilization of customer data engagement systems and processes, and more prolonged development of market and customer-specific insights than initially planned;

changing market conditions in the healthcare industry;

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and the outcome of pending, future or settled litigation or investigations.

Should the Stericycle business be unsuccessful in achieving financial and operational targets and implementing the WM Healthcare Solutions business strategy, it could negatively impact our realization of benefits from the acquisition, as well as our stock price and our future business and financial results.

If we are unsuccessful in achieving financial and operational targets and implementing the Healthcare Solutions business strategy, it could negatively impact our realization of benefits from the acquisition, as well as our stock price and our future business and financial results.

The benefits that are expected to result from our acquisition of Stericycle also depend, in part, on our ability to realize anticipated cost synergies.

Our success in realizing these benefits and cost synergies, and the timing of this realization, depends on the successful integration of the Stericycle business.

There is a significant degree of difficulty and management attention inherent in the process of integrating an acquisition of this size.

The process of integrating operations could cause business interruption and distraction.

Some members of our management may be required to devote considerable time to this integration process, which will decrease the time they will have to manage our Company, service existing customers, attract new customers and develop new products or strategies.

If management is not able to effectively manage the integration process, including retention of key Stericycle personnel, or if any significant business activities are interrupted as a result of the integration process, our business, financial condition and results of operations could suffer.

The acquisition of Stericycle may not result in realization of the benefits and cost synergies that we currently expect, and we cannot guarantee that these benefits and cost synergies will be achieved within anticipated time frames or at all.

Additionally, we may incur substantial expenses in connection with the integration of the Stericycle business, which may exceed expectations and offset certain benefits.

Additionally, we have, and may continue to, incur substantial expenses in connection with the integration of the Stericycle business, which may exceed expectations and offset certain benefits.

Our operations must comply with extensive existing regulations, and changes in regulations, including with respect to emerging contaminants and extended producer responsibility, can restrict or alter our operations, increase our operating costs, increase our tax liabilities, reduce revenues, or require us to make additional capital expenditures.

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Business – Regulation for additional information.

Many complex laws, rules, orders and interpretations govern environmental protection, health, safety, land use, zoning, transportation, ethical business conduct,

data privacy and security, and other related and similar subjects.

Among other things, governmental regulations and enforcement actions restrict our operations at times and may adversely affect our financial condition, results of operations and cash flows by imposing conditions such as:

● limitations on siting and constructing new waste disposal, destruction, transfer, recycling or processing facilities or on expanding existing facilities;

● limitations, regulations or levies on collection and disposal prices, rates and volumes;

● limitations, bans, taxes or charges on the disposal, destruction or transportation of out-of-state waste or certain categories of waste;

● mandates regarding the management of solid waste, organics, medical waste, controlled substances waste and other materials, including requirements to recycle, divert, destroy, or otherwise process certain waste, recycling and other streams;

● limitations or restrictions on the recycling, processing or transformation of waste, recycling and other streams.

Many complex laws, rules, orders and interpretations govern environmental protection, health, safety, land use, zoning, transportation, ethical business conduct, data privacy and security, and other related and similar subjects.

collection and disposal pricing and volume;

transportation of out-of-state waste and management and processing of certain waste streams.

Regulations affecting the siting, design and closure of landfills require us, at times, to undertake investigatory or remedial activities, curtail operations or close landfills temporarily or permanently.

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for example, developments in recent years related to management of per- and polyfluoroalkyl substances (“PFAS”) have increased our landfill operating costs.

Federal and state governments have increased their focus on efforts to safeguard communities from the potentially harmful effects associated with PFAS.

Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – PFAS for additional information.

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Regulations establishing extended producer responsibility (“EPR”) are being considered or implemented in many places around the world, including in certain states in the U.S.

and provinces in Canada.

and provinces and territories in Canada.

EPR regulations are designed to place either partial or total responsibility on producers of consumer-packaged goods and other products to fund the post-use life cycle of the products and packaging they create.

At the same time, concerns over price and

affordability have led some jurisdictions to scale back previously enacted EPR requirements, and certain programs have faced lawsuits and potential constitutional review, creating uncertainty for long-term planning.

For additional information, See Item 1.

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A significant reduction in the waste, recycling and other streams we manage, including with respect to quality and volume, could have a material adverse effect on our financial condition, results of operations and cash flows.

Following our acquisition of Stericycle, we are subject to additional laws and regulations in the U.S.

Conversely, changes in program requirements or deregulatory rulings in jurisdictions where we have adapted to meet customer demand could affect our operations, financial condition or results of operations.

We are also subject to additional laws and regulations in the U.S.

and internationally concerning transportation, management and disposal or destruction of medical waste streams, including regulations that govern the definition, generation, segregation, handling, packaging, transportation, treatment, storage and disposal or destruction of medical waste and controlled substances waste, along with extensive recordkeeping and documentation requirements.

Additionally, Stericycle’s secure information destruction services are subject to additional laws and regulations regarding proper handling and protection of personal and confidential information.

Our secure information destruction services are subject to additional laws and regulations regarding proper handling and protection of personal and confidential information.

Relaxation of enforcement, government shutdowns, or other changes in governmental regulation of medical waste and controlled substances waste and personal and confidential information could increase the number of competitors we face or reduce or delay the need for these services.

Stericycle is, and has been, involved in government investigations, enforcement proceedings, private lawsuits and other disputes alleging noncompliance with applicable regulations, including alleged noncompliance with the Controlled Substances Act and other statutes involving its now-divested Domestic Environmental Solutions business of collecting, transporting, and destroying controlled substances from retail customers.

With the acquisition of Stericycle, these matters may result in adverse consequences, including permit revocations or denials and civil, criminal and administrative penalties.

presidential administration has called for substantial changes to areas of foreign trade policy and has generally appeared to be in favor of reducing regulation, including environmental regulation.

We do not know what impact the change in U.S.

presidential administration will have on specific regulatory policies impacting our industry and our Company, especially given the number of rules currently in litigation, nor can we predict the timing of any such changes.

The current U.S.

presidential administration has implemented substantial changes to foreign trade policy and is generally in favor of reducing regulation, including environmental regulation.

The impact and timing of these shifts in regulatory policy impacting our industry and our Company remain uncertain, as many are subject to ongoing litigation and agency review.

Reduction of regulation may have a favorable impact on our operating costs, but the extensive environmental regulation applicable to our industry is also a barrier to rapid entry that benefits our Company.

Significant new restrictions and tariffs on foreign trade could have a negative impact on our recycling export business and our cross-border commerce, particularly with Canada, and could increase the cost of certain equipment and other materials used in our operations that we procure from outside the U.S., including our trucks and certain equipment used to implement our sustainability growth strategy.

It is likely that some policies adopted by the new administration will benefit us and others will negatively affect us.

It is likely that some policies adopted by this administration will benefit us and others will negatively affect us.

It is our policy to comply with all applicable anti-bribery laws, such as the U.S.

Foreign Corrupt Practices Act (“FCPA”), and with applicable local laws of the foreign countries in which we operate, and we monitor our local partners’ compliance with such laws as well.

Our reputation may be adversely affected if we were reported to be associated with corrupt practices or if we or our local partners failed to comply with such laws.

Additionally, violations of such laws could subject us to significant fines and penalties.

If we encounter regulatory compliance issues in the course of operating our business, we may experience adverse publicity, which may intensify if such noncompliance results in legal liability.

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Operation of fueling stations and landfill gas collection and control systems, as well as operation of heavy machinery and management of flammable materials at our recycling facilities and transfer stations, involves additional risks of fire and explosion.

The Stericycle business requires handling of medical waste and controlled substances waste.

Incidents such as truck accidents, damaged or leaking containers, improper storage of medical waste and controlled substances waste, placement of prohibited materials into the waste stream, or malfunctioning plant equipment could result in exposure to contaminated or infectious waste or other hazardous materials.

The Healthcare Solutions business requires handling of medical waste and controlled substances waste and operates incineration facilities.

Incidents such as truck accidents, damaged or leaking containers, improper storage of medical waste and controlled substances waste, placement of prohibited materials into the waste stream, or malfunctioning plant or incineration equipment could result in exposure to contaminated or infectious waste or other hazardous materials.

Any of these risks could potentially result in injury, illness or death of employees and others.

These risks could also result in a need to shut down or reduce operation of facilities, increased operating costs and exposure to liability for pollution, public nuisance, and other environmental damage, and property damage or destruction.

While we seek to minimize our exposure to such risks through comprehensive training, compliance and response and recovery programs, as well as vehicle and equipment maintenance programs, if we were to incur substantial liabilities in excess of any applicable insurance, our business, results of operations and financial condition could be adversely affected.

If we were to incur substantial liabilities in excess of any applicable insurance, our business, results of operations and financial condition could be adversely affected.

Any such incidents could also tarnish our reputation and reduce the value of our brand.

Additionally, a major operational failure, even if suffered by a competitor, may bring enhanced scrutiny and regulation of our industry, with a corresponding increase in operating expense.

Additionally,

a major operational failure, even if suffered by a competitor, may bring enhanced scrutiny and regulation of our industry, with a corresponding increase in operating expense.

We may be unable to obtain or maintain required permits for our operations or expand existing permitted capacity at our landfills, due to land scarcity, public opposition or otherwise, which can require us to identify disposal alternatives, resulting in decreased revenue and increased costs.

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Such actions could also impact our ability to do business by causing reputational harm.

to receive permits is also impacted by land scarcity, particularly in densely populated areas.

Our ability to receive permits is also impacted by land scarcity, particularly in densely populated areas.

Diminishing disposal capacity, typically in proximity to major metropolitan areas, sometimes requires us to transport waste by rail or find alternative disposal solutions in affected areas, increasing our operating costs.

Governments are increasingly adopting requirements for environmental justice reviews as part of certain permitting decisions.

These policies generally require permitting agencies to give heightened attention to the potential for projects to disproportionately impact low-income and minority communities.

Certain governmental bodies are in various stages of adopting or considering the adoption of requirements for environmental justice reviews as part of certain permitting decisions.

These policies generally require permitting agencies to give heightened attention to a project’s potential to disproportionately impact low-income and minority communities and to proactively plan for community engagement.

Responding to permit challenges has, at times, increased our costs and extended the time associated with establishing new facilities and expanding existing facilities.

Our failure to obtain the required permits and necessary capacity expansion to operate our business, including our landfills, could have a material adverse impact on our financial condition, results of operations and cash flows.

If we are unable to attract, hire or retain key team members and a high-quality workforce, or if our succession planning does not develop an adequate pipeline of future leaders, it could disrupt our business, jeopardize our strategic priorities and result in increased costs, negatively impacting our results of operations.

Our operations require us to attract, hire, develop and retain a high-quality workforce to provide a superior customer experience.

This includes key individuals in leadership and specialty roles, as well as a very large number of drivers, technicians and other front-line and back-office team members necessary to provide our environmental services.

We experience significant competition to hire and retain individuals for certain front-line positions, such as commercial truck drivers, from within and outside our industry.

(Also see Item 1A.

Risk Factors — Market disruption, including labor shortages, external strikes, and supply chain constraints, and macroeconomic pressures, including inflation, have recently had, and may in the future have, an adverse impact on our business and results of operations.) Additionally, the market for employees that serve on our digital team is highly competitive.

As we have accelerated our investments in our technology-led automation and optimization strategy, it is increasingly important that we are able to attract and retain employees with the skills and expertise necessary to implement and manage these projects.

If we are unable to attract, hire, develop and retain key team members and a high-quality workforce, and comply with applicable employment regulations, it could result in business and strategic disruption and increased costs, negatively impacting our results of operations.

Our operations require us to attract, hire, develop and retain a high-quality workforce;

this includes key individuals in leadership and specialty roles, as well as a very large number of skilled drivers, technicians and other front-line and back-office team members necessary to provide our environmental services.

We experience significant competition to hire and retain certain front-line positions, such as commercial truck drivers.

Additionally, the market for employees that serve on our digital team and support our investments in our technology-led automation and optimization strategy is highly competitive.

We also compete to attract skilled business leaders, and our own key team members are sought after by our competitors and other companies.

We make significant investments, and engage in internal succession planning, to provide us with a robust pipeline of future leaders.

If we are not able to attract, hire, develop and retain a high-quality workforce with the necessary skills and expertise, as well as key leaders, or if we experience significant employee turnover, it can result in business and strategic disruption, increased costs, and loss of institutional knowledge, which could negatively impact our results of operations.

Increases in our labor costs as a result of labor unions organizing, changes in regulations related to labor unions or increases in employee minimum wages, could adversely affect our future results.

Labor shortages, as we have experienced in the past, could result in increased costs due to wage adjustments, overtime hours, training costs and inability to service customers.

As an employer of over 60,000 individuals throughout the U.S.

and Canada, as well as Western Europe and India, we are subject to numerous employment related regulations, including federal and state wage and hour laws and rapidly changing laws related to employment eligibility.

If we are not able to attract, hire, develop and retain a high-quality workforce with the necessary skills and expertise, if we experience significant employee turnover, or if we fail to comply with applicable employment regulations, it can result in business and strategic disruption, increased costs, and loss of institutional knowledge, which could negatively impact our results of operations.

Increases in our labor costs as a result of unions organizing, Multiemployer Pension Plan withdrawals, changes in regulations related to labor unions or increases in minimum wages, could adversely affect our future results.

Labor unions continually attempt to organize our employees, and these efforts will likely continue in the future.

Certain groups of our employees are currently represented by unions, and we have negotiated collective bargaining agreements with these unions.

Additional groups of employees may seek union representation in the future, and, if successful, would enhance organized labor’s leverage to obtain higher than expected wage and benefits costs and resist the introduction of new technology and other initiatives, which can result in increased operating expenses and lower net income.

the introduction of new technology and other initiatives, which can result in increased operating expenses and lower net income.

If we are unable to negotiate acceptable collective bargaining agreements, our operating expenses could increase significantly as a result of work stoppages, including strikes.

We are a participating employer in a number of trustee-managed multiemployer defined benefit pension plans (“Multiemployer Pension Plans”) for employees who are covered by collective bargaining agreements.

In the event of our withdrawal from a Multiemployer Pension Plan, we may incur significant expenses associated with our obligations for unfunded vested benefits at the time of the withdrawal that could have a material adverse effect on results of operations or cash flows.

Additionally, a large portion of our workforce are hourly personnel, and many of these individuals, particularly in our recycling business, are paid at rates related to federal and state minimum wages.

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during the second half of the year, can increase our revenues in the geographic areas affected as a result of the waste volumes generated by these events.

While weather-related and other event-driven projects can boost revenues through additional

work for a limited time, due to significant start-up costs and other factors, such revenue can generate earnings at comparatively lower margins.

Margins on weather-related and other event-driven projects may not be consistent with our ordinary course business.

For these and other reasons, operating results in any period may not be indicative of operating results for any other period.

Our stock price may be negatively impacted by interim variations in our results.

Damage to our reputation and the value of our brand would negatively impact our business.

We believe we have developed a reputation for high-quality service, reliability and social and environmental responsibility, and we believe our brand symbolizes these attributes.

The WM brand name, trademarks and logos and our reputation are powerful sales and marketing tools, and we devote significant resources to promoting and protecting them.

Adverse publicity, whether or not justified, relating to activities by our operations, employees or agents, or challenges to our assertions of social and environmental responsibility, could tarnish our reputation and reduce the value of our brand.

(Also see Item 1A.

Risk Factors — Focus on, and regulation of, sustainability performance and disclosure can result in increased costs, risk of noncompliance, damage to our reputation and related adverse effects).

We have made significant investments in an extensive natural gas truck fleet, which makes us partially dependent on the availability of natural gas and fueling infrastructure and vulnerable to natural gas prices, and requirements to transition away from our current vehicle fleet to electric powered vehicles could impair our investments and result in cost increases and significant additional capital investment.

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Business – Regulation – Investment in Natural Gas Vehicles and Infrastructure for additional information.

Regulation mandating an accelerated transition away from natural gas trucks and our remaining diesel vehicles, including the recently acquired Stericycle fleet, to electric powered vehicles would increase our cost to acquire vehicles needed to service our customers, and capital investment required to establish sufficient charging infrastructure could be significant.

Regulation mandating an accelerated transition to electric powered vehicles would increase our cost to acquire vehicles needed to service our customers, and capital investment required to establish sufficient charging infrastructure could be significant.

Additionally, the investments we have made in an industry-leading natural gas fleet and infrastructure could be impaired.

Tax incentives and grants that advance the adoption of zero-emissions vehicles and lead to a shift away from natural gas trucks and RNG infrastructure would likely also negatively impact our investments in landfill gas-to-energy facilities.

We may not be able to achieve our sustainability-related goals, including reduction of our greenhouse gas ("GHG") emissions, or execute on our sustainability-related growth strategy and initiatives, within planned timelines or anticipated budget, which could damage our reputation and negatively impact the benefits anticipated from our investments.

Consistent with our Company’s long-standing commitment to sustainability and environmental stewardship, we have set goals to reduce our GHG emissions and announced other sustainability-related goals and initiatives.

We may not be able to meet such goals or implement such initiatives in the manner or on timelines contemplated due to challenges including, but not limited to, unforeseen costs or delays, changes in how GHG emissions are calculated or otherwise reported, supply chain disruptions, regulatory impacts, integration of acquired assets or businesses, technology limitations or technical difficulties associated with achieving such goals.

Changes to our business or asset base that were not contemplated when we set our sustainability-related goals, including the acquisition and integration of Stericycle’s business, assets and operations, could adversely impact our progress towards these goals and require us to adjust them.

We may not be able to achieve our sustainability-related goals, including reduction of our greenhouse gas ("GHG") emissions, or achieve the results and benefits anticipated from our sustainability-related investments and initiatives within planned timelines or anticipated budget.

We have set goals to reduce our GHG emissions and announced other sustainability-related goals and initiatives.

We may not be able to meet such goals or implement such initiatives in the manner or on timelines contemplated due to

challenges including, but not limited to, unforeseen costs or delays, changes in how GHG emissions are calculated or otherwise reported, supply chain disruptions, regulatory impacts, integration of acquired assets or businesses, technology limitations or technical difficulties associated with achieving such goals.

Changes to our business or asset base that were not contemplated when we set our sustainability-related goals could adversely impact our progress towards these goals and require us to adjust them.

These changes could negatively impact public perception of our Company and stakeholders may view these changes unfavorably.

Also, despite voluntarily announcing such sustainability goals, we may receive pressure from investors or other groups to adopt more aggressive sustainability-related goals that may not be technically, operationally, or financially feasible.

In addition, our sustainability-related growth strategy includes significant planned and ongoing investments in our Recycling Processing and Sales and WM Renewable Energy segments.

Our ability to successfully execute this strategy may be impacted by the numerous risks and uncertainties associated with our business and the environmental services industry, including financial and operating performance, availability of technology and financing, changes in regulation, commodity price fluctuation and general economic conditions.

In addition, we have made significant investments in our Recycling Processing and Sales and Renewable Energy segments.

Timing and achievement of the results and benefits anticipated from these investments may be impacted by the numerous risks and uncertainties including financial and operating performance;

availability of technology and financing;

compliance with regulations;

inability to develop, obtain or scale necessary equipment;

technology and innovations;

challenges arising from the availability or cost of materials and infrastructure;

difficulty obtaining regulatory approvals or permits;

commodity price fluctuation and general economic conditions.

(Also see Item 1A.

Risk Factors — Our revenues, earnings and cash flows fluctuate based on changes in commodity prices and demand and may fluctuate substantially without notice in the future and — Our sustainability growth strategy includes significant planned and ongoing investments in our WM Renewable Energy segment;

changes to federal and state renewable fuel policies could affect our financial performance, and such investments may not yield the results anticipated.

) Favorable expectations regarding potential investment tax credits or other benefits stemming from the Inflation Reduction Act of 2022 (“IRA”) may not materialize or could fail to meet expectations.

Risk Factors — Our revenues, earnings and cash flows fluctuate based on changes in commodity prices and demand and may fluctuate substantially without notice in the future and — Changes to federal and state renewable fuel policies could affect the financial performance of our Renewable Energy segment ).

Favorable expectations regarding potential investment tax credits or other benefits stemming from the IRA and the OBBBA may not materialize or could fail to meet expectations.

Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – Tax Legislation for additional information.

Some or all of the expected benefits of our sustainability-related investments and initiatives may not occur within the anticipated time periods or may cost more to achieve than anticipated.

An inability to develop, obtain, or scale necessary equipment, technology and innovations, and challenges arising from the availability or cost of materials and infrastructure or regulatory approvals or permitting requirements associated with our sustainability investments and initiatives, could impede our ability to execute on our plans and achieve our goals or realize our expected financial performance from these investments.

Actions we take to achieve these goals and implement our sustainability growth strategy and initiatives, including development and implementation of enhanced technology and reporting systems, will require increased capital expenditures and management focus, which may divert investment and management focus away from other aspects of our business operations.

We have also forecasted or projected certain operational and financial information with respect to our sustainability investments and initiatives, and many of these statements are based on expectations and assumptions that are necessarily uncertain and are subject to risks and uncertainties that could cause actual results to be materially different from our forecasts and projections.

We have also forecasted or projected certain operational and financial information with respect to our sustainability investments and initiatives.

For example, the amount of gas produced over time at landfills can vary depending on many factors, including weather and the composition of the inbound waste stream.

While we have sophisticated systems to predict gas curves, they are inherently uncertain, and if we have less gas than predicted at a site where we have invested in RNG infrastructure, it may take longer to achieve our return on investment.

Gas curves are inherently uncertain, and if we have less gas than predicted at a site where we have invested in RNG infrastructure, it may take longer to achieve our return on investment.

Relatedly, the quality of the gathered gas is subject to the composition of the waste deposited at our landfills, and the prevalence of certain chemical compounds may adversely affect the usability of such gas and require further investment in the treatment and management of such compounds.

Regulations requiring diversion of organic wastes away from landfills could have the effect of decreasing the amount of landfill gas produced over time in our landfills.

Regulations requiring diversion of organic waste away from landfills could have the effect of decreasing the amount of landfill gas produced over time in our landfills.

Focus on, and regulation of, sustainability performance and disclosure can result in increased costs, risk of noncompliance, damage to our reputation and related adverse effects.

The nature, scope, and complexity of matters that our Company must assess, quantify and disclose are expanding due to current, proposed, and recently enacted governmental reporting requirements pertaining to sustainability and climate-related risks and other topics, such as water usage, waste production, labor, human capital, environmental justice, cybersecurity, privacy, and risk oversight.

For example, see Item 1.

Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – Climate and Sustainability for information about California’s Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, the SEC’s climate-related disclosure rule, which is currently stayed pending judicial review, as well as potential international reporting obligations, including the Corporate Sustainability Reporting Directive.

Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – Climate and Sustainability for more information.

Methodology and timelines for mandatory reporting requirements may be inconsistent with requirements enacted by other governmental entities, including with respect to measuring emissions and requiring a determination of “materiality” that may differ from traditional disclosure requirements under U.S.

federal securities laws.

Such inconsistency could further increase costs and divert management time and attention.

Our industry faces challenges to implement these rapidly developing disclosure requirements, as well as the risk of enforcement actions by governmental and regulatory agencies for noncompliance.

Significant expenditures and commitment of time by management, employees and consultants is involved in developing, implementing and overseeing policies, practices, additional disclosures and internal controls related to environmental and sustainability risk and performance.

Public statements with respect to sustainability matters are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e.

, misleading information or false claims overstating potential sustainability benefits.

We are aware that non-governmental organizations and other private actors have filed lawsuits against companies under various securities and consumer protection laws

alleging that certain sustainability-related statements, goals or standards were misleading, false or otherwise deceptive.

Public statements with respect to sustainability matters are subject to heightened scrutiny related to the risk of potential “greenwashing,” i.e.

, allegations of misleading information or false claims overstating potential sustainability benefits made by governmental authorities, non-governmental organizations and other private actors.

An inability to implement such policies, practices, and internal controls and maintain compliance with laws and regulations, or a perception among stakeholders that our sustainability disclosures and goals are insufficient or our goals are unattainable, could harm our reputation and competitive position and negatively impact our stock price and business performance.

External Economic and Industry Risks

Market disruption, including labor shortages, external strikes, and supply chain constraints, and macroeconomic pressures, including inflation, have recently had, and may in the future have, an adverse impact on our business and results of operations.

Market disruption resulting from labor shortages, external labor disputes and strikes (such as the recent port strike) and supply chain and transportation constraints, and macroeconomic pressures, including inflation and rising interest rates, have recently had, and may in the future have, an adverse impact our results and can create risk and uncertainty in financial outlook.

External and Industry Risks

Market disruption, including labor shortages, external strikes, supply chain constraints and major external events, and macroeconomic pressures, including inflation, have recently had, and may in the future have, an adverse impact on our business and results of operations.

Market disruption resulting from labor shortages, external labor disputes and strikes, supply chain and transportation constraints, major external events, including pandemic conditions, and macroeconomic pressures have recently had, and may in the future have, an adverse impact on our results and can create risk and uncertainty in financial outlook.

Inflation can and has increased costs for the goods and services we purchase, particularly for labor, repair and maintenance, and subcontractor costs.

Supply chain activity has largely normalized, but disruption can reduce availability of certain assets used in our business.

Aspects of our business rely on third-party transportation providers, and such services have become more limited and expensive.

We may also experience margin pressures from commodity-driven business impacts.

The October 2024 port strike negatively impacted recycling commodity prices, and the risk of another port strike, or global economic slowdown, could impact future prices.

The constrained labor market has resulted in increased costs for wage adjustments, overtime hours and training new hires.

If we are not able to overcome limitations on labor availability, it could materially impact our ability to service our customers and our financial results.

Significant restrictions and tariffs on foreign trade have a negative impact on our recycling export business and our cross-border commerce, particularly with Canada, decrease paper mills’ demand for recycled corrugated cardboard used in packaging and increase the cost of certain equipment and other materials used in our operations that we procure from outside the U.S., including our trucks and certain equipment used to implement our sustainability growth strategy.

Geopolitical conflicts and the resulting international responses may also exacerbate market disruption, leading to volatility in commodity prices, impacts on the availability and cost of energy, increased cyberattacks, and vendor and supplier disruptions across the global supply chain.

The extent and duration of the impact of these labor market, supply chain, transportation and commodity-price challenges are subject to numerous external factors beyond our control.

Major external events, like pandemics or widespread social restrictions, could also have an adverse impact on our volumes, costs and operations.

The extent and duration of the impact of these challenges are subject to numerous external factors beyond our control.

If such impacts are prolonged and substantial, they could have a material negative effect on our results of operations.

Accelerated and pronounced economic pressures, such as rising interest rates and inflationary cost pressures, have impacted and continue to impact our cost structure and capital expenditures.

Accelerated and pronounced economic pressures, such as rising interest rates and inflationary cost pressures, have in the past and may in the future impact our cost structure and capital expenditures.

Significant components of our operating expenses vary directly as we experience changes in revenue due to volume and inflation, and we may not be able to dynamically manage our cost structure in response to such changes.

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Separately, for many of our customers we provide services under multi-year contracts that can restrict our ability to increase prices and the timing of such increases.

Our overall strategic pricing efforts are focused on recovering as much of the inflationary cost increases we experience in our business as possible by increasing our average unit rate, but such efforts may not be successful for various reasons including the pace of inflation, operating cost inefficiencies, contractual limitations, and market responses.

The inability to adequately increase prices to offset increased costs and inflationary pressures, or otherwise mitigate the impact of these conditions on our business, will increase our costs of doing business and reduce our margins.

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In recent years, the industry has seen some additional consolidation, though the industry remains intensely competitive.

Counties and municipalities may have financial competitive advantages because tax revenues are available to them and tax-exempt financing is more readily available to

Counties and municipalities may have financial competitive advantages because tax revenues are available to them and tax-exempt financing is more readily available to them.

Also, such governmental units may attempt to impose flow control or other restrictions that would give them a competitive advantage.

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Prices and demand for recyclables fluctuate and are particularly susceptible to volatility based on macroeconomic conditions and regulations.

The fluctuations in the market prices or demand for these commodities can affect our operating income and cash flows positively, as we experienced in 2024, or negatively, as we experienced in 2023.

The increase in market prices in 2024 for recyclable commodities resulted in a year-over-year increase in revenue of $245 million, and the decline in market prices in 2023 for recyclable commodities resulted in a year-over-year decrease in revenue of $308 million.

Regulations affecting, and in some cases restricting, the international flow of certain recyclables have led to a reduction in export activity for such recyclables, as well as higher quality requirements and higher processing costs.

Additionally, the new U.S.

presidential administration has called for substantial changes to foreign trade policy.

Significant new restrictions and tariffs on foreign trade could negatively impact commodity prices and our recycling export business.

We are making significant planned and ongoing investments in our recycling business to increase automation and reduce labor dependency and address increases in regulatory- and customer-driven quality requirements for commodities.

The fluctuations in the market prices or demand for these commodities can affect our operating income and cash flows negatively, as we experienced in 2025, or positively, as we experienced in 2024.

The decline in market prices in 2025 for recyclable commodities resulted in a year-over-year decrease in revenue of $166 million, and

the increase in market prices in 2024 for recyclable commodities resulted in a year-over-year increase in revenue of $245 million.

Regulations affecting, and in some cases restricting, the international flow of certain recyclables have led, and could in the future lead, to a reduction in export activity for such recyclables, as well as higher quality requirements and higher processing costs.

We have made significant investments in our recycling business to increase automation and reduce labor dependency and address increases in regulatory- and customer-driven quality requirements for commodities.

These investments increase our exposure to commodity price fluctuations.

Future regulation, tariffs, international trade policies or other initiatives, including regulations addressing climate change or GHG emissions, may impact supply and demand of material, or increase operating costs, which could impact the profitability of our recycling operations.

Future regulation, tariffs, international trade policies or other initiatives, including regulations addressing climate change or GHG emissions, may impact supply and demand of material and availability of counterparties, or increase operating costs, which could impact the profitability of our recycling operations.

If we do not effectively manage changes in demand and commodity prices for recyclable materials, or if we do not successfully execute our sustainability growth strategy, our investments in recycling infrastructure and technology may not yield the results anticipated.

Fluctuation in energy-related prices also affects our business, including recycling of plastics manufactured from petroleum products.

Our sustainability growth strategy includes increased investment in landfill gas-to-energy facilities and expansion of our WM Renewable Energy segment, which generates and sells credits referred to as Renewable Identification Numbers (“RINs”).

Our Renewable Energy segment generates and sells credits referred to as RINs.

RINs prices generally respond to regulations enacted by the EPA, as well as fluctuations in supply and demand, and have historically been very volatile.

Additionally, significant variations in the price of biogas, electricity and other energy-related products that are marketed and sold by our landfill gas recovery operations can result in a corresponding impact to our revenue from yield from such operations.

Expansion of our WM Renewable Energy segment may introduce additional risks and volatility to our financial performance.

Recent expansion of our Renewable Energy segment may introduce additional risks and volatility to our financial performance.

Increasing customer preference for alternatives to landfill disposal and bans on certain types of waste could reduce our landfill volumes and cause our revenues and operating results to decline.

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Zero-waste goals (sending no waste to the landfill) have been set by many large North American and global companies and government agencies.

This increased focus on minimizing climate impacts may require the Company to invest in higher-cost technologies for more efficient waste collection and processing.

Although such mandates and initiatives help to protect our environment, these developments reduce the volume of waste going to our landfills, which may affect the prices that we can charge for landfill disposal.

This increased focus on minimizing climate impacts may require the Company to invest in higher-cost technologies.

These developments reduce the volume of waste going to our landfills, which may affect the prices that we can charge for landfill disposal.

Our landfills currently provide our highest income from operations margins.

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However, there are currently no or limited viable end markets for recycling many of these materials, and inclusion of such materials in our recycling stream increases contamination and operating costs that can negatively affect the results of our recycling operations.

General economic conditions can directly and adversely affect revenues for our services and our income from operations margins.

Our business is directly affected by changes in national and general economic factors that are outside of our control, including consumer confidence, inflation, interest rates and access to capital markets.

General economic conditions and consumer trends can directly and adversely affect revenues for our services, our income from operations margins and our overall financial results.

Our business is directly affected by changes in consumer trends and economic factors that are outside of our control, including consumer preferences and priorities, consumer confidence, inflation, interest rates and access to capital markets.

A weak economy generally results in decreased consumer spending and decreases in volumes of waste generated, which negatively impacts the ability to grow through new business or service upgrades, and may result in customer turnover and reduction in customers’ waste service needs.

Consumer uncertainty and the loss of consumer confidence may also reduce the number and variety of services requested by customers.

Additionally, a weak market for consumer goods can significantly decrease demand by paper mills for recycled corrugated cardboard used in packaging, which could negatively impact commodity prices and our operating income and cash flows.

Consumer uncertainty and the loss of consumer confidence may also reduce

the number and variety of services requested by customers.

Additionally, a weak market for consumer goods, or reduction in international trade due to tariffs or other factors, can significantly decrease demand by paper mills for recycled corrugated cardboard used in packaging, which can constrict availability of counterparties and negatively impact commodity prices and our operating income and cash flows.

While sustainability remains a priority for many customers, we have observed a shift in prioritization by some companies with respect to sustainability objectives, including a decreased willingness to pay premium prices for recycled materials or enhanced sustainability solutions, which impacts demand for, and viability of, some of our offerings.

A decrease in waste volumes generated results in an increase in competitive pricing pressure;

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An economic recession or other economic weakness is likely to negatively impact our revenues and margins.

We provide service to a number of governmental entities, municipalities, and large national accounts.

During periods of economic weakness, governmental entities and municipalities can suffer significant financial difficulties, due in part to reduced tax revenue and/or high-cost structures.

During these periods, such entities, and our non-governmental customers, could be unable to pay amounts owed to us or renew contracts with us at previous or increased rates.

In addition, the financial difficulties of municipalities could reduce investor demand for municipal bonds and cause a correlating increase in interest rates.

As of December 31, 2025, we had $1.8 billion of tax-exempt bonds with term interest rate periods that expire within the next 12 months, which is prior to their scheduled maturities.

If market dynamics resulted in repricing of our tax-exempt bonds at significantly higher interest rates, we would incur increased interest expenses that may negatively affect our operating results and cash flows.

Reduction in volumes of medical waste, controlled substances wastes, and personal and confidential information, and changing conditions in the healthcare industry could adversely affect our financial results.

Following our acquisition of Stericycle, we provide compliance-based services that rely on the generation of medical waste, controlled substances waste and personal and confidential information by our customers.

Through our Healthcare Solutions segment, we provide compliance-based services that rely on the generation of medical waste, controlled substances waste and personal and confidential information by our customers.

The volume of such material may be impacted by macroeconomic trends associated with manufacturing and industrial markets, healthcare market dynamics, and trends associated with an increase in work-from-home arrangements and electronic and digital record keeping.

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These changes and consolidation of the customer base increase the competitive nature of the healthcare waste industry and exert downward pricing pressure, which could adversely affect our financial results.

Weakness in the economy may expose us to credit risk of governmental entities and municipalities and other major customers, which could negatively impact our financial results.

We provide service to a number of governmental entities, municipalities, and large national accounts.

During periods of economic weakness, governmental entities and municipalities can suffer significant financial difficulties, due in part to reduced tax revenue and/or high-cost structures.

During these periods, such entities, and our non-governmental customers, could be unable to pay amounts owed to us or renew contracts with us at previous or increased rates.

Purchasers of our recycling commodities can be particularly vulnerable to financial difficulties in times of commodity price volatility.

The inability of our customers to pay us in a timely manner or to pay increased rates, particularly large national accounts, could negatively affect our operating results.

In addition, the financial difficulties of municipalities could result in a decline in investors’ demand for municipal bonds and a correlating increase in interest rates.

As of December 31, 2024, we had $1.4 billion of tax-exempt bonds with

term interest rate periods that expire within the next 12 months, which is prior to their scheduled maturities.

Changes to applicable tax laws and regulation or interpretation thereof or the imposition of new or increased taxes may increase our tax liabilities and could adversely affect our operating results and cash flows .

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We need diesel fuel to run a notable portion of our collection and transfer trucks and our equipment used in our landfill operations.

We also recently acquired Stericycle’s fleet, including a substantial number of diesel vehicles.

Fuel supply shortages and price increases could substantially increase our operating expenses.

Regardless of any offsetting surcharge programs, increased operating costs due to higher diesel fuel prices will decrease our income from operations margins.

Large-scale disruption of social and commercial activity and financial markets may have a material adverse impact on our business, financial condition, results of operations and cash flows.

Major external events, including pandemic conditions that result in large-scale disruption of social and commercial activity, such as business closures and social restrictions, could adversely impact our volumes, costs and operational execution.

While pandemic conditions can increase demand for medical waste and controlled substances waste collection, treatment and disposal or destruction, protective actions such as travel restrictions, quarantines, or facility closures may interfere with our ability to provide services.

If such conditions were to be severe, resulting in a broad-based economic slow-down, it may have a material adverse impact on our financial condition, results of operations and cash flows and hinder our ability to grow our business and execute our business strategy.

Technology and Information Security Risks

Developments in technology could trigger a fundamental change in our industry, as waste streams are increasingly viewed as a resource, which may adversely impact volumes at our landfills and our profitability.

Our industry has recognized the value of the traditional waste stream as a potential resource.

Research and development activities are ongoing to provide disposal alternatives that maximize the value of waste, including using waste as a source for renewable energy and other valuable by-products.

We and many other companies are investing in and/or developing these new technologies.

It is possible that such investments and technological advancements may reduce the cost of waste disposal or the value of landfill gas recovery to a level below our costs and may reduce the demand for landfill space.

As a result, our revenues and margins could be adversely affected due to advancements in disposal alternatives.

Regardless of any offsetting surcharge programs, increased operating costs

due to higher diesel fuel prices will decrease our income from operations margins.

Technology, Intellectual Property and Information Security Risks

If we are not able to develop new service offerings and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer.

Our existing and proposed service offerings to customers require that we invest in, develop, license, and protect new technologies.

Our Company is increasingly focusing on new technologies that automate and innovate our operations, improve the customer experience, provide alternatives to traditional disposal and maximize the resource value of waste.

We are continuing our multi-year commitment to strategic investments in technology that prioritize the reduction of labor dependency for certain high-turnover jobs, further digitalize our customer self-service and implement technologies to further enhance the safety, reliability and efficiency of our operations.

Our Company is continuing our multi-year commitment to strategic investments in technology that automate and innovate our operations, improve the customer experience, provide alternatives to traditional disposal and maximize the resource value of waste.

Research, development and implementation of enhanced technology often requires significant spending that may divert capital investment away from our traditional business operations.

negatively impact our operating results and prevent us from recouping or realizing a return on these investments and acquisitions.

Further, protecting our intellectual property rights and combating unlicensed copying and use of intellectual property is difficult, and an inability to obtain or protect new technologies could impact our services to customers and the development of new revenue sources.

We may experience difficulties or delays in the research, development, production and/or marketing of new products and services or implementation of technologies in which we have invested or acquired, which may negatively impact our operating results and prevent us from recouping or realizing a return on these investments and acquisitions.

Further, protecting our intellectual property rights and combating unlicensed copying and use of intellectual property is difficult and expensive, and an inability to obtain or protect new technologies could impact our services to customers and the development of new revenue sources.

We rely on a combination of patents and trade secrets to protect our intellectual property, as well as confidentiality and non-disclosure agreements with employees, contractors, and other third parties.

We cannot guarantee that these measures will fully prevent unauthorized access or use.

Furthermore, there is no assurance that current or future applications will result in issued patents or, if issued, will provide adequate protection against competitors.

If a competitor develops or obtains exclusive rights to a “breakthrough technology” that provides a revolutionary change in our industry, or if we have inferior intellectual property to our competitors, our financial results may suffer.

We are dependent on technology, and if our technology fails, our business would be adversely affected.

Furthermore, there is no assurance that current or future applications will result in issued patents or, if issued, will provide adequate protection against competitors or other third parties.

If a competitor or other third party develops or obtains exclusive rights to a “breakthrough technology” that provides a revolutionary change in our industry, or if we have inferior intellectual property to our competitors, our financial results may suffer.

We believe we have developed a reputation for high-quality service, reliability and social and environmental responsibility, and we believe our brand symbolizes these attributes.

Intellectual property including the WM brand name, trademarks and logos are powerful sales and marketing tools, and we devote significant resources to promoting and protecting them.

We are increasingly dependent on technology, and if our technology fails, our business would be adversely affected.

Our Company, our customers, and the economy in general are increasingly dependent on continuous information technology systems and digital tools to conduct operations.

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The information technology systems and networks that we, our customers, suppliers, and other third parties rely on can be vulnerable to disruptions from cyberattacks, power failures, telecommunications outages, major events like natural disasters, acts of war or terrorism, employee errors, and other unexpected or uncontrollable occurrences.

Should these systems be compromised or cease to function effectively, we may face substantial costs to repair or replace them, as well as potential liability, loss of crucial data, reputational harm, and interruptions to our services or operations.

Challenges in implementing new systems can also affect our ability to realize projected cost savings or other benefits.

Significant system failures could impede our ability to timely collect and report financial results in accordance with applicable laws and regulations.

Our post-acquisition efforts to integrate Stericycle’s technology and systems may result in substantial costs and uncertainties.

Systems that increase our utilization of, and dependency on, third-party cloud computing services, and digital platforms to accommodate work-from-home arrangements, also increase various technology risks, including potential exposure to cyber incidents, loss of data, fraud, internal control challenges and other disruptions as a consequence of more employees accessing Company systems and information remotely in the course of their ordinary work.

Systems that increase our utilization of, and dependency on, third-party cloud computing services and digital platforms also increase various technology risks, including potential exposure to cyber incidents, loss of data, fraud, internal control challenges and other disruptions.

Challenges in implementing new systems can affect our ability to comply with laws and regulations and realize projected cost savings or other benefits.

Should our systems be compromised or cease to function effectively, we may face substantial costs to repair or replace them, as well as potential liability, loss of crucial data, reputational harm and interruptions to our services or operations.

Inability to adapt to and manage the benefits and risks of artificial intelligence could expose us to liability or put us at a disadvantage.

Artificial intelligence could disrupt certain aspects of our business and change use of technology in ways that are not yet known.

Artificial intelligence technologies are subject to a variety of laws, including intellectual property, privacy, data protection and cybersecurity, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws.

Such laws and regulations may present a variety of compliance risks.

Artificial intelligence technologies are subject to a variety of laws and compliance risk, including intellectual property, data protection and privacy, cybersecurity, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws.

The use of artificial intelligence may also result in litigation, ethical concerns, and other legal and business risks.

If we are not able to adapt and effectively incorporate potential advantages of artificial intelligence in our business, it may negatively impact our ability to compete.

If we are not able to effectively manage the risks of artificial intelligence, we may suffer harm to our results of operations and reputation.

If we are not able to effectively govern the use and manage the risks of artificial intelligence, we may suffer harm to our results of operations and reputation.

Significant cybersecurity incidents may negatively impact our business and our relationships with customers, vendors and employees and expose us to increased liability.

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These uses give rise to cybersecurity risks, including security breach, ransomware, espionage, system disruption, theft and/or inadvertent, accidental, unlawful, unauthorized access, loss, alteration, destruction and/or disclosure or release of information.

Our business necessitates the processing, collection, use, storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including individuals’ personal information, private and sensitive employment-related personal information, and financial and strategic information about the Company and other businesses.

Our business necessitates the processing, collection, use, storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including individuals’ personal information, private and sensitive employment-related personal data, and financial and strategic information about the Company and other businesses.

In addition to our own safeguarding efforts, we also rely on third parties to process, collect and store sensitive data, including a Payment Card Industry compliant third-party to protect our customers’ credit card information.

We are regularly the target of attempted cyber intrusions, have experienced cyber intrusions, and we anticipate continuing to be subject to such attempts as cyber intrusions become increasingly sophisticated and more difficult to predict and protect against.

Geopolitical conflicts and developments and technological advancements also

increase the risk and likelihood of cyber incidents.

As such, we must commit substantial resources to continuously monitor and further develop our networks and infrastructure to prevent, detect, and address the risk of unauthorized access, misuse, computer viruses and other events.

We are regularly the target of attempted cyber intrusions, have experienced cyber intrusions, and anticipate continuing to be subject to such attempts as cyber intrusions become increasingly sophisticated and more difficult to predict and protect against.

Technological advancements, including the progression of the capabilities of artificial intelligence, also increase the risk, likelihood and precision of cyber incidents.

As such, we must commit substantial resources to continuously monitor and further enhance our networks and infrastructure to prevent, detect, and address the risk of unauthorized access, misuse, computer malware and other events.

These protections and other systems designed to mitigate cybersecurity risks may not fully defend against an attack or future cybersecurity incident, which can be unpredictable in nature.

Additionally, we cannot assure that any security measures that our third-party service providers have implemented will be effective against current or future security threats.

We also cannot guarantee that our systems and networks or those of our third-party service providers or the equipment and related third-party software that we use to operate our network have not been breached or otherwise compromised, or that they and any software in our or their supply chains do not contain bugs, vulnerabilities, or compromised code that could result in a breach of, or disruption to, our systems and networks or the systems and networks of third parties that support us and our services.

Data security measures that our third-party service providers have implemented may not be effective against all current or future security threats.

We also cannot guarantee that the systems, networks, equipment or software used by us or our third-party service providers have not been breached or otherwise compromised.

Although we believe that the probability of occurrence of a significant cybersecurity incident is less than likely, if such an incident were to occur, the impact on the Company could be substantial.

The magnitude of future cyber intrusions that result in a theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information (belonging to us or third parties) or intellectual property, or material interference with our information technology systems or the technology systems of third parties on which we rely cannot be predicted, such incidents could result in material business disruption, direct financial loss, remediation costs, negative publicity, brand damage, alleged violation of privacy laws, loss of customers, potential regulatory investigations and enforcement or private litigation liability and competitive disadvantage.

The magnitude of future cyber intrusions that result in a theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information (belonging to us or third parties) or intellectual property, or material interference with our information technology systems or the technology systems of third parties on which we rely cannot be predicted, such incidents could result in material business disruption, direct financial loss, remediation costs, reputational harm, brand damage, alleged violation of privacy laws, loss of customers, potential regulatory investigations and enforcement or private litigation liability and competitive disadvantage.

To mitigate these risks, we maintain a cybersecurity insurance policy;

however, due to policy terms, limits and exclusions, such insurance may not apply in all cases, and it may not be adequate to cover all liabilities incurred.

Regulatory enforcement action concerning privacy infringement and security incidents is generally increasing, including significant fines recently imposed by European regulators.

With the acquisition of Stericycle, we may be subject to short notification deadlines in international jurisdictions in the event of a significant cybersecurity incident that impacts us globally;

Regulatory enforcement action concerning privacy infringement and security incidents is generally increasing, including significant fines recently imposed by U.K.

and European regulators.

Our Healthcare Solutions operations in Western Europe may subject us to short notification deadlines in international jurisdictions in the event of a significant cybersecurity incident that impacts us globally;

it may not be possible for us to comply with such notification deadlines due to the time required to conduct investigations and assess the impact of such incident.

Failure to comply with applicable laws and regulatory deadlines could attract enforcement action, penalties, litigation, investigations, proceedings, reputational harm and brand damage.

As the Company pursues its strategy to grow through acquisitions, including the acquisition of Stericycle, and to pursue new initiatives that improve our operations and cost structure, the Company is also expanding and improving its information technologies, resulting in a larger technological presence, utilization of cloud computing services, and corresponding exposure to cybersecurity risk.

The Company is also expanding and improving its information technologies, resulting in a larger technological presence, utilization of cloud computing services, and corresponding exposure to cybersecurity risk.

Certain new technologies, such as the use of autonomous vehicles, remote-controlled equipment, virtual reality, automation and artificial intelligence, present new and significant cybersecurity safety risks that must be analyzed and addressed before implementation.

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

Increased state, federal and international laws and regulations related to cybersecurity protections and disclosures will require additional resources for compliance, and any inability, or perceived inability, to adequately address new requirements could subject us to regulatory enforcement, private litigation, public criticism, disrupt our operations, cause us to lose customers, result in additional costs and legal liability, damage our reputation, and otherwise harm our business.

Increasing regulatory focus on privacy and data protection issues and expanding laws could negatively impact our business, subject us to criticism and expose us to increased liability.

The legislative and regulatory framework for security, privacy and data protection issues worldwide is rapidly evolving and becoming increasingly demanding and is likely to remain uncertain for the foreseeable future.

We collect, use, share, retain, delete and otherwise process certain personal information and other sensitive information in connection with our operations and while providing services, including secure information destruction.

We are subject to a variety of U.S.

and international laws and regulations related to data privacy and the protection of confidential information, and we anticipate that regulation in this area will continue to expand.

Applicable laws and regulations require disclosure and create other obligations for businesses that collect personal information and provide individual rights relating to personal information.

The legislative and regulatory framework for security, privacy and data protection issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.

We collect, use, share, retain, delete and otherwise process certain personal data and other sensitive information in connection with our operations and are subject to increasingly demanding U.S.

and international laws and regulations related to data protection and privacy and the protection of confidential information.

These laws and regulations are inconsistent across jurisdictions and are subject to evolving interpretations.

Government officials, regulators, customers, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share, transmit and destroy personal data.

The continued emphasis on personal privacy and information security may result in customers requesting that we implement additional safeguards or controls.

We must continually monitor the development and adoption of, and commit substantial time and resources to comply with,

new and emerging laws and regulations and/ or expanded or novel interpretations of existing laws.

continued emphasis on personal privacy and information security may result in customers requesting that we implement additional safeguards or controls.

One recent focus area involves the use of phone, text and email information for sales, marketing and other business purposes.

We must continually monitor the development and adoption of, and commit substantial time and resources to comply with, new and emerging laws and regulations and/or expanded or novel interpretations of existing laws.

Additionally, customers and regulators may seek to hold us responsible for the actions of third parties we work with, such as sub-processors, vendors or developers.

Any inability, or perceived inability, to adequately address privacy and data protection concerns, even if unfounded, or to comply with laws, regulations, policies, industry standards, contractual obligations, or other legal obligations, including through acquired companies or third parties, could subject us to regulatory enforcement, private litigation, public criticism, business disruption, loss of customers, additional costs and legal liability, reputational damage and other harm.

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In the ordinary course of our business, we have in the past, we are currently, and we may in the future, become involved in legal and administrative proceedings relating to land use and environmental laws and regulations.

These include proceedings in which governmental entities, private groups or individuals seek to impose liability on us for alleged environmental damage or violation of statutes or desire to revoke or deny permits required for our operations.

These include proceedings in which governmental entities, private groups or individuals seek to impose liability on us for alleged environmental damage, violation of statutes, failure to meet contractual remediation conditions or desire to revoke or deny permits required for our operations.

We generally seek to work with the authorities or other persons involved in these proceedings to resolve any issues raised.

If we are not successful, the adverse outcome of one or more of these proceedings could result in, among other things, material increases in our costs or liabilities as well as material charges for asset impairments.

Further, we often enter into agreements with landowners imposing obligations on us to meet certain regulatory or contractual conditions upon site closure or upon termination of the agreements.

Compliance with these agreements inherently involves subjective determinations and may result in disputes, including litigation.

Costs to remediate or restore the condition of closed sites may be significant.

Our sustainability growth strategy includes significant planned and ongoing investments in our WM Renewable Energy segment;

changes to federal and state renewable fuel policies could affect our financial performance, and such investments may not yield the results anticipated.

The primary drivers of renewable fuel development at our landfills are tax policies, such as the federal tax credits for RNG production and renewable electricity generation under the IRA, and federal and state incentive programs, such as the federal Renewable Fuel Standard (“RFS”) program, the California Low Carbon Fuel Standard and similar state programs that promote the production and use of renewable transportation fuels.

Changes to federal and state renewable fuel policies could affect the financial performance of our Renewable Energy segment.

The primary drivers of value for renewable fuel produced at our landfills are tax policies, such as the federal tax credits for investments in RNG production under the IRA and OBBBA, and federal and state incentive programs, such as the federal RFS program, the California Low Carbon Fuel Standard and similar state programs that promote the production and use of renewable transportation fuels, which are all subject to change.

At the federal level, oil refiners and importers are required through the RFS program to blend specified volumes of renewable transportation fuels with gasoline or buy RINs from renewable fuel producers.

The Company has invested, and continues to invest, in facilities that capture and process landfill gas into RNG so that we can participate in the RFS program, and the Company has grown and stated its intention to continue to grow its asset base to increase its RNG production.

The Company has made significant investments in facilities that capture and process landfill gas into RNG so that we can participate in the RFS program.

RINs prices generally respond to regulations enacted by the EPA, as well as fluctuations in supply and demand.

The value of the RINs is set through a market established by the RFS program, which market has historically been very volatile.

presidential administration could seek to reduce existing renewable fuel targets in a new rulemaking or otherwise set reduced targets for renewable fuels under the RFS program in future rulemakings.

Moreover, consistent with its prior approach, the new administration may also increase the frequency with which it grants small refinery exemptions from RFS program requirements.

While we cannot predict what actions the new administration may take with respect to the RFS program, any changes to existing or future renewable fuel targets or more frequent approval of requests for small

refinery exemptions could have a significant negative impact on demand for renewable fuels and the value of RINs.

Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – WM Renewable Energy for additional information.

The value of the RINs is set through a market established by the RFS program, which market has historically been volatile.

While the previous rules under the RFS program reflected the outsized role of biogas under the program and delivered reforms benefiting the solid waste sector, the current administration has retroactively lowered 2024 blending volumes, proposed reductions for 2025, set low targets for 2026–2027 and begun to grant small refinery exemptions from RFS program requirements.

Business – Regulation –

Recent Developments and Focus Areas in Policy and Regulation – Renewable Energy for additional information.

Changes and volatility in the RINs market, or changes in the structure of the RFS program or other clean fuel standard programs, can and has impacted the financial performance of our facilities.

Such changes could impact or alter our projected future investments, and such investments may not yield the results anticipated.

Further changes could impact future growth investments in our Renewable Energy segment.

The impact of climate change, and the adoption of climate change legislation or regulations restricting emissions of GHGs, could increase our costs to operate.

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These risks are expected to be unpredictable and widespread.

Although we have made investments to mitigate risk associated with severe storm events, damage to our facilities or disruption of service caused by more frequent or more severe storms associated with climate extremes could negatively impact operating results.

Damage to our facilities or disruption of service caused by more frequent or more severe storms associated with climate extremes could negatively impact operating results.

We have also identified risk to our assets and our employees associated with drought or water scarcity, flooding, extreme heat and rain events, and fire conditions associated with climate change.

For example, wildfires influenced by climate change can damage landfill infrastructure such as gas collection systems, and extreme rain events and flooding in low-lying areas enhanced by sea level rise can result in greater maintenance expenses at our facilities, service disruption, erosion of the protective vegetative caps on our landfills and increased volumes of leachate to manage.

Those areas of the country most prone to these occurrences have protocols in place, or are developing protocols to address these conditions, including employee safety, driver training, and equipment and facility protection protocols.

We have incurred and will incur costs to develop and implement these protocols, and these protocols may not be effective in offsetting these risks.

We have incurred and will incur costs to develop and implement protocols to address these conditions, but these protocols may not be effective in offsetting these risks.

Additionally, the actions of others in response to climate change effects, such as rolling power blackouts, can result in service disruptions and increase our costs to operate.

Our landfill operations emit methane, identified as a GHG.

Existing technology presents challenges to our ability to quantify landfill emissions precisely.

Landfill operations emit methane, identified as a GHG.

Existing technology presents challenges to quantify landfill emissions precisely.

Ongoing review by government agencies of emerging methane measurement technologies and related regulatory developments could result in changes to how we have historically reported GHG emissions and may result in increases in such emissions reported for our operations.

Such regulatory developments could also result in increased compliance costs and adversely affect our operations.

Specifically, see Item 1.

Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – Climate and Sustainability for additional information.

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We continue to monitor these efforts and the potential impacts to our operations.

Should comprehensive federal climate change legislation be enacted, we expect it could impose operational and compliance costs that might not be offset by the revenue increases associated with our lower-carbon service options, the materiality of which we cannot predict.

Climate change laws and regulations could also result in increased operational costs or disruption to the business of our customers, potentially impacting our operations and financial condition.

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It is critical that we maintain an effective system of internal control over financial reporting.

As described further in Item 9A.

Controls and Procedures, in accordance with SEC staff guidance, we have excluded Stericycle from the assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 contained in this Annual Report on Form 10-K;

however, this exclusion may not extend beyond one year from the November 4, 2024 closing date.

We are in the process of integrating Stericycle’s operations and systems to ensure the effectiveness of the internal control over financial reporting for this acquired business.

Establishing, testing and maintaining an effective system of internal control over financial reporting requires significant resources and time commitments on the part of our management and our finance staff, and the time and

expenditures needed may exceed our expectations.

If we encounter issues with technology systems or difficulties integrating Stericycle’s operations and systems into our system of internal control over financial reporting, and if we are unable to correct any issues encountered in a timely manner, our ability to record, process, summarize, and report financial data may be adversely affected, which may impact the accuracy, quality and completeness of our financial statements.

If we encounter issues with technology systems, including issues related to Stericycle’s ERP system or difficulties integrating Stericycle’s operations and systems into our system of internal control over financial reporting, and if we are unable to correct any issues encountered in a timely manner, our ability to record, process, summarize, and report financial data may be adversely affected, which may impact the accuracy, quality and completeness of our financial statements.

Such failure could materially and adversely impact our business and subject us to potential investigations, liability, and penalties.

Additionally, if we are unable to conclude that our internal control over financial reporting is effective in any future period (or if our auditors are unable to express an opinion on the effectiveness of our internal controls or conclude that our internal controls are ineffective), we could lose investor confidence and suffer an adverse effect on our stock price.

We could be subject to significant fines and penalties, and our reputation could be adversely affected, if we or third parties with whom we have a relationship fail to comply with U.S.

or foreign laws or regulations.

It is our policy to comply with all applicable anti-bribery laws, such as the U.S.

Foreign Corrupt Practices Act (“FCPA”), and with applicable local laws of the foreign countries in which we operate, and we monitor our local partners’ compliance with such laws as well.

Our reputation may be adversely affected if we were reported to be associated with corrupt practices or if we or our local partners failed to comply with such laws.

Additionally, violations of such laws could subject us to significant fines and penalties.

Under previously reported settlements with governmental authorities relating to Stericycle’s compliance with the FCPA and other anti-corruption laws with respect to now-divested operations in Latin America, Stericycle engaged an independent compliance monitor for two years and is required to undertake compliance with self-reporting obligations for an additional year through November 2025 .

Other matters may arise in the future involving alleged violations of the FCPA, other anti-corruption and anti-bribery laws, or laws prohibiting doing business with sanctioned parties.

These could subject us to enforcement actions, fines, penalties, further oversight by an independent compliance monitor and/or self-reporting obligations, litigation, or orders of suspension or debarment, which could adversely affect our business, financial condition and results of operations.

Currently pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements.

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Additionally, the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require substantial payments, adversely affecting our liquidity.

With the acquisition of Stericycle, these matters may result in adverse consequences, including permit revocations or denials and civil, criminal and administrative penalties.

At the time of our acquisition of Stericycle, it was, and had been, involved in certain government investigations, enforcement proceedings, lawsuits and other disputes alleging noncompliance with applicable regulations, including alleged noncompliance with the Controlled Substances Act and other statutes involving its now-divested Domestic Environmental Solutions business, which collected, transported and destroyed controlled substances from retail customers.

Resolution of these matters may result in adverse consequences, including permit revocations or denials and civil, criminal and administrative penalties.

Financial Risks

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We also may need to incur indebtedness to refinance scheduled debt maturities, and it is possible that the cost of financing could increase significantly, thereby increasing our expenses and decreasing our net income.

Macroeconomic pressures, including inflation and rising interest rates, and market disruption are continuing.

government’s future actions regarding its debt ceiling and any possibility that the U.S.

could default on its debt obligations could cause further interest rate increases, disrupt access to capital markets and trigger recessionary conditions.

Further, our ability to execute our financial strategy, manage interest rate exposure and incur indebtedness is somewhat dependent upon our ability to maintain investment grade credit ratings on our senior debt.

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An important factor in our credit ratings is our leverage.

We have communicated the Company’s expectation that our leverage will return to targeted levels about 18 months after the November 2024 acquisition of Stericycle.

If we do not achieve our projected reduction in leverage, it could negatively impact our credit ratings.

If we do not achieve our projected reduction in leverage following our acquisition of Stericycle, it could negatively impact our credit ratings.

If we were unable to maintain our investment grade credit ratings in the future, our interest expense would increase and our ability to obtain financing on favorable terms could be adversely affected.

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We may record material charges against our earnings due to impairments to our assets.

Events that have in the past and may in the future lead to an impairment include, but are not limited to, shutting down a facility or operation, abandoning a development project, project cost overruns or the denial of an expansion permit.

Events that have in the past and may in the future lead to an impairment include, but are not limited to, shutting down or divesting an underperforming or non-strategic asset or operation, abandoning a development project, project cost overruns or the denial of an expansion permit.

Additionally, declining waste volumes and development of, and customer preference for, alternatives to traditional waste disposal could warrant asset impairments.

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Any such charges could have a material adverse effect on our results of operations.

We could face significant liabilities for withdrawal from Multiemployer Pension Plans.

In the event of our withdrawal from a Multiemployer Pension Plan, we may incur expenses associated with our obligations for unfunded vested benefits at the time of the withdrawal.

Depending on various factors, including potential legislative changes, future withdrawals could have a material adverse effect on results of operations or cash flows for a particular reporting period, and our ongoing costs of participation in Multiemployer Pension Plans may increase.

See Notes 9 and 10 to the Consolidated Financial Statements for more information related to our participation in Multiemployer Pension Plans.

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-K

Item 1A. Risk Factors