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Item 9A. Controls and Procedures

2026-02-09 compared with 2025-02-19 · 54 added, 89 removed, 164 unchanged (47% of the section changed)

14 unchanged sentences

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

On November 4, 2024 we consummated our acquisition of Stericycle, Inc.

(“Stericycle”).

As permitted by the SEC rules and regulations, management's assessment did not include the internal controls of the acquired operations of Stericycle, which are included in our consolidated financial statements as of December 31, 2024 and for the period from the acquisition date through December 31, 2024.

In accordance with our integration efforts, we plan to incorporate the acquired operations of Stericycle into our internal control over financial reporting program within the time period provided by applicable SEC rules and

The assets, excluding goodwill, of the acquired operations of Stericycle constituted approximately 13.0% of total assets as of December 31, 2024.

Operating results of the acquired operations of Stericycle comprised approximately 1.8% of consolidated operating revenues for the year ended December 31, 2024.

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

1 unchanged sentence

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, 2025.

We determined that there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During this period, we completed the integration of the internal control over financial reporting of Stericycle, which we acquired in November 2024 and is now referred to herein as our Healthcare Solutions business, with the Company’s overall internal control over financial reporting process.

Other than this integration, management determined that there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Securities Trading Plans of Directors and Executive Officers

On November 5, 2024 , James C.

Fish, Jr ., President, Chief Executive Officer and member of our Board of Directors , adopted a stock trading plan (the “Fish Trading Plan”).

The Fish Trading Plan went into effect on the date of adoption and was not intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Fish Trading Plan provided for the exercise of 44,125 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr.

On November 5, 2024 , Mr.

Fish adopted a stock trading plan (the “Second Fish Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Second Fish Trading Plan will commence two business days following the filing of this Annual Report on Form 10-K, and will automatically terminate on the earlier of February 3, 2026 and the completion of all of the contemplated transactions set forth therein.

The Second Fish Trading Plan provides for the potential sale of all net after-tax shares of our common stock received from the payout of performance share unit (“PSU”) equity compensation awards for the performance period ended December 31, 2024, upon our common stock reaching specified market prices.

Fish received a target grant of 47,620 PSU awards with a performance period ended December 31, 2024;

On November 17, 2025 , Donald J.

Smith , Senior Vice President – Operations , adopted a stock trading plan (the “Smith Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Smith Plan will commence on February 17, 2026, and will automatically terminate on the earlier of February 17, 2027, and the completion of all the contemplated transactions set forth therein.

The Smith Plan provides for (i) the potential cashless exercise and sale of up to 4,842 stock options, pursuant to which shares of our common stock will be withheld or sold to cover the option exercise price, tax obligations, commission and fees;

and (ii) the potential sale of all net after-tax shares of our common stock received from the payout of performance share unit (“PSU”) equity compensation awards for the performance period ended December 31, 2025.

Each of the contemplated transactions will occur upon our common stock reaching specified market prices.

Smith received a target grant of 10,526 PSU awards with a performance period ended December 31, 2025;

the number of shares to be paid out to Mr.

Fish on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, the number of shares of common stock to potentially be sold pursuant to the Second Fish Trading Plan will be determined in the first quarter of 2025 based on certification by the Management Development and Compensation Committee of the Board of Directors of the Company’s achievement relative to applicable performance measures for the underlying PSU awards.

Smith on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, the number of shares of common stock to potentially be sold pursuant to the Smith Plan will be determined in the first quarter of 2026 based on certification by the Management Development and Compensation Committee of the Board of Directors of the Company’s achievement relative to applicable performance measures for the underlying PSU awards.

On November 30, 2025 , Tara J.

Hemmer , Senior Vice President and Chief Sustainability Officer , adopted a stock trading plan (the “Hemmer Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Hemmer Plan will commence on March 2, 2026, and will automatically terminate on the earlier of May 29, 2026, and the completion of all the contemplated transactions set forth therein.

The Hemmer Plan provides for the potential sale of up to 66% of net after-tax shares of our common stock received from the payout of PSU equity compensation awards, for the performance period ended December 31, 2025, upon our common stock reaching specified market prices.

Hemmer received a target grant of 9,474 PSU awards with a performance period ended December 31, 2025;

the number of shares to be paid out to Ms.

Hemmer on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the Smith Plan, the number of shares of common stock to potentially be sold pursuant to the Hemmer Plan will be determined in the first quarter of 2026.

On November 30, 2025 , Michael J.

Watson , Senior Vice President and Chief Customer Officer , adopted a stock trading plan (the “Watson Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Watson Trading Plan will commence two business days following the filing of this Annual Report on Form 10-K and will automatically terminate on the earlier of February 12, 2026 and the completion of all of the contemplated transactions set forth therein.

The Watson Trading Plan provides for (i) the sale of 3,000 shares of our common stock;

(ii) the potential cashless exercise of 11,594 stock options, pursuant to which shares of common stock will be sold to cover option costs, tax obligations, commissions and fees, and Mr.

Watson will then continue to hold all remaining shares of common stock resulting from the option exercise after the settlement;

(iii) the potential sale of 50% of net after-tax shares of our common stock received from the vesting on March 1, 2025 of 5,102 restricted share unit (“RSU”) equity compensation awards and (iv) the potential sale of 50% of net after-tax shares of our common stock received from the payout of PSU equity compensation awards for the performance period ended December 31, 2024.

Watson , Senior Vice President and Chief Customer Officer , adopted a stock trading plan (the “Watson Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Watson Plan will commence on March 2, 2026, and will automatically terminate on the earlier of February 26, 2027, and the completion of all the contemplated transactions set forth therein.

The Watson Plan provides for (i) the potential cashless exercise and sale of up to 12,642 stock options, pursuant to which shares of our common stock will be withheld or sold to cover the option exercise price, tax obligations, commission and fees;

and (ii) the potential sale of all net after-tax shares of our common stock received from the payout of PSU equity compensation awards for the performance period ended December 31, 2025.

Each of the contemplated transactions will occur upon our common stock reaching specified market prices.

1 unchanged sentence

the number of shares to be paid out to Mr.

Watson on account of

these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the Second Fish Trading Plan, the number of shares of common stock to potentially be sold pursuant to the Watson Trading Plan will be determined in the first quarter of 2025.

On November 8, 2024 , Mr.

Boettcher , Executive Vice President and Chief Legal Officer , adopted a stock trading plan (the “Boettcher Trading Plan”).

The Boettcher Trading Plan went into effect on the date of adoption and was not intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Boettcher Trading Plan provided for the exercise of 7,500 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr.

On November 26, 2024 , Mr.

Fish adopted a stock trading plan (the “Third Fish Trading Plan”).

The Third Fish Trading Plan went into effect on the date of adoption and was not intended to satisfy the affirmative defense of Rule 10b5 1(c) under the Exchange Act.

The Third Fish Trading Plan provided for the exercise of 19,805 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr.

On November 26, 2024 , Mr.

Boettcher, adopted a stock trading plan (the “Second Boettcher Trading Plan”).

The Second Boettcher Trading Plan went into effect on the date of adoption and was not intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Second Boettcher Trading Plan provided for the exercise of 8,458 vested stock options upon our common stock reaching a specified market price on or before December 4, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr.

Watson on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the Smith Plan, the number of shares of common stock to potentially be sold pursuant to the Watson Plan will be determined in the first quarter of 2026.

On December 4, 2025 , John J.

Morris, Jr ., Executive Vice President and Chief Operating Officer , adopted a stock trading plan (the “Morris Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Morris Trading Plan will commence on March 7, 2025 and will automatically terminate on the earlier of March 6, 2026 and the completion of all of the contemplated transactions set forth therein.

The Morris Trading Plan provides for (i) the potential sale of all net after-tax shares of our common stock received from the vesting on March 1, 2025 of 10,204 RSU equity compensation awards and (ii) the potential sale of all net after-tax shares of our common stock received from the payout of PSU equity compensation awards for the performance period ended December 31, 2024.

, President and Chief Operating Officer , adopted a stock trading plan (the “Morris Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Morris Plan will commence on March 6, 2026, and will automatically terminate on the earlier of February 2, 2027, and the completion of all the contemplated transactions set forth therein.

The Morris Plan provides for (i) the potential cashless exercise of up to 5,484 stock options, pursuant to which shares of our common stock will be withheld or sold to cover the option exercise price, tax obligations, commission and fees, and Mr.

Morris will then receive all remaining shares of common stock after the settlement;

and (ii) the potential sale of up to 75% of net after-tax shares of our common stock received from the payout of PSU equity compensation awards for the performance period ended December 31, 2025.

Each of the contemplated transactions will occur upon our common stock reaching specified market prices.

2 unchanged sentences

Morris on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the Second Fish Trading Plan, the number of shares of common stock to potentially be sold pursuant to the Morris Trading Plan will be determined in the first quarter of 2025.

As a result, as described above in connection with the Smith Plan, the number of shares of common stock to potentially be sold pursuant to the Morris Plan will be determined in the first quarter of 2026.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

We have adopted a code of ethics that applies to our CEO, CFO and Chief Accounting Officer, as well as other officers, directors and employees of the Company.

The code of ethics, entitled “Code of Conduct,” is available on-line at investors.wm.com in the tab “ESG — Corporate Governance” (investors.wm.com/esg-practices/governance).

to post any amendments to the Code of Conduct that apply to our officers and directors, and any required disclosure of waivers from the Code of Conduct, to the “ESG – Corporate Governance” tab at investors.wm.com.

We have adopted a code of ethics that applies to our CEO, President and COO, CFO and Chief Accounting Officer, as well as other officers, directors and employees of the Company.

The code of ethics, entitled “Code of Conduct,” is available online at investors.wm.com in the tab “Sustainability & Governance — Corporate Governance” (investors.wm.com/sustainability-governance/governance).

We intend to post any amendments to the Code of Conduct that apply to our officers and directors, and any required disclosure of waivers from the Code of Conduct, to the “Sustainability & Governance — Corporate Governance” tab at investors.wm.com.

We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of Company securities by directors, officers, employees, contractors and consultants providing services to the Company, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards.

34 unchanged sentences

(the current successor to Texas Commerce Bank National Association), as trustee [incorporated by reference to Exhibit 4.1 to Form 8-K dated September 10, 1997].

Description of Waste Management, Inc.’s Common Stock.

Description of Waste Management, Inc.’s Common Stock [incorporated by reference to Exhibit 4.6 to Form 10-K for the year ended December 31, 2024].

Schedule of Officers’ Certificates delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of Waste Management, Inc.’s Senior Notes.

1 unchanged sentence

Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Waste Management agrees to furnish a copy of such instruments to the SEC upon request.

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.500% Senior Notes due 2028.

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.650% Senior Notes due 2030.

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.800% Senior Notes due 2032.

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.950% Senior Notes due 2035.

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 5.350% Senior Notes due 2054.

Guarantee Agreement by Waste Management Holdings, Inc.

in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.500% Senior Notes due 2028.

Guarantee Agreement by Waste Management Holdings, Inc.

in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.650% Senior Notes due 2030.

Guarantee Agreement by Waste Management Holdings, Inc.

in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.800% Senior Notes due 2032.

Guarantee Agreement by Waste Management Holdings, Inc.

in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.950% Senior Notes due 2035.

Guarantee Agreement by Waste Management Holdings, Inc.

in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 5.350% Senior Notes due 2054.

Registration Rights Agreement by and among Waste Management, Inc., Waste Management Holdings, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc.

and Goldman Sachs & Co.

LLC in connection with the 3.875% Senior Notes due 2029 [incorporated by reference to Exhibit 4.5 to Form 8-K dated November 8, 2024].

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 3.875% Senior Notes due 2029 [incorporated by reference to Exhibit 4.2 to Form 8-K dated November 8, 2024].

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.500% Senior Notes due 2028 [incorporated by reference to Exhibit 4.8 to Form 10-K for the year ended December 31, 2024].

Guarantee Agreement by Waste Management Holdings, Inc.

in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 3.875% Senior Notes due 2029 [incorporated by reference to Exhibit 4.4 to Form 8-K dated November 8, 2024].

in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.500% Senior Notes due 2028 [incorporated by reference to Exhibit 4.13 to Form 10-K for the year ended December 31, 2024].

2023 Stock Incentive Plan [incorporated by reference to Exhibit 10.1 to Form 8-K dated May 9, 2023].

2 unchanged sentences

Second Amendment to 2014 Stock Incentive Plan [incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2022].

2005 Annual Incentive Plan [incorporated by reference to Appendix D to the Proxy Statement on Schedule 14A filed April 8, 2004].

Waste Management, Inc.

7 unchanged sentences

Amendment No.

1 to Seventh Amended and Restated Revolving Credit Agreement dated as of November 22, 2024.

1 to Seventh Amended and Restated Revolving Credit Agreement dated as of November 22, 2024 [incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2024].

Commercial Paper Dealer Agreement, substantially in the form as executed with each of Mizuho Securities USA LLC, BofA Securities, Inc., J.P.

14 unchanged sentences

[incorporated by reference to Exhibit 10.4 to Form 8-K dated December 22, 2017].

First Amendment to First Amended and Restated Employment Agreement between USA Waste-Management Resources, LLC and John J.

[incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2025].

Employment Agreement between USA Waste-Management Resources, LLC and Charles C.

3 unchanged sentences

Executive Severance Plan [incorporated by reference to Exhibit 10.1 to Form 8-K dated December 22, 2017].

Form of 2021 Long Term Incentive Compensation Award Agreement for Senior Leadership Team [incorporated by reference to Exhibit 10.1 to Form 8-K dated February 23, 2021].

Form of 2021 Long Term Incentive Compensation RSU Award Agreement [incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2021].

Form of 2022 Long Term Incentive Compensation Award Agreement for Senior Leadership Team [incorporated by reference to Exhibit 10.1 to Form 8-K dated March 1, 2022].

5 unchanged sentences

Form of 2024 Long Term Incentive Compensation Award Agreement RSU Award (U.S.)(Three-Year Step Vest) [incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2024].

Insider Trading Policy .

Form of 2025 Long Term Incentive Compensation PSU Award Agreement [incorporated by reference to Exhibit 10.1 to Form 8-K dated February 25, 2025].

Form of 2025 Long Term Incentive Compensation Stock Option Award Agreement [incorporated by reference to Exhibit 10.2 to Form 8-K dated February 25, 2025].

Form of 2025 Executive Officer Annual Incentive Award Agreement [incorporated by reference to Exhibit 10.3 to Form 8-K dated February 25, 2025].

Form of 2025 Long Term Incentive Compensation RSU Award Agreement [incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2025].

Form of 2025 Long Term Incentive Compensation RSU Award Agreement for Tara Hemmer Retention Award [incorporated by reference to Exhibit 10.1 to Form 8-K dated August 21, 2025].

Insider Trading Policy [incorporated by reference to Exhibit 19.1 to Form 10-K for the year ended December 31, 2024].

Subsidiaries of the Registrant.

2 unchanged sentences

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 of James C.

Fish, Jr., President and Chief Executive Officer.

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 of Devina A.

Rankin, Executive Vice President and Chief Financial Officer.

Fish, Jr., Chief Executive Officer.

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 of David L.

Reed, Executive Vice President and Chief Financial Officer.

Certification Pursuant to 18 U.S.C.

§1350 of James C.

Fish, Jr., President and Chief Executive Officer.

Fish, Jr., Chief Executive Officer.

Certification Pursuant to 18 U.S.C.

§1350 of Devina A.

Rankin, Executive Vice President and Chief Financial Officer.

§1350 of David L.

Reed, Executive Vice President and Chief Financial Officer.

Mine Safety Disclosures.

14 unchanged sentences

WASTE MANAGEMENT, INC.

President, Chief Executive Officer and Director

Chief Executive Officer and Director

February 9, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

President, Chief Executive Officer and Director

Chief Executive Officer and Director

February 9, 2026

(Principal Executive Officer)

/s/ DEVINA A.

Executive Vice President and

22 unchanged sentences

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 9A. Controls and Procedures