What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 186 added, 119 removed, 448 unchanged (41% of the section changed)

46 unchanged sentences

Three Months Ended

Six Months Ended

Operating revenues

17 unchanged sentences

Three Months Ended

Six Months Ended

Consolidated net income

12 unchanged sentences

(In Millions)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

44 unchanged sentences

Income (Loss)

Balance, December 31, 2025

Three Months Ended June 30:

Balance, March 31, 2026

Consolidated net income

3 unchanged sentences

Common stock repurchase program

Balance, June 30, 2026

Balance, March 31, 2025

Balance, December 31, 2024

Consolidated net income

2 unchanged sentences

Equity-based compensation transactions, net

Balance, March 31, 2025

Balance, June 30, 2025

See Notes to Condensed Consolidated Financial Statements.

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ─ (Continued)

(In Millions, Except Shares in Thousands)

Waste Management, Inc.

Stockholders’ Equity

Comprehensive

Treasury Stock

Noncontrolling

Income (Loss)

Six Months Ended June 30:

Balance, December 31, 2025

Consolidated net income

Other comprehensive income (loss), net of tax

Cash dividends declared of $ 1.89 per common share

Equity-based compensation transactions, net

Common stock repurchase program

Balance, June 30, 2026

Balance, December 31, 2024

Consolidated net income

Other comprehensive income (loss), net of tax

Cash dividends declared of $ 1.65 per common share

Equity-based compensation transactions, net

Balance, June 30, 2025

See Notes to Condensed Consolidated Financial Statements.

Basis of Presentation

22 unchanged sentences

Refer to Note 7 for further discussion.

The Condensed Consolidated Financial Statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 are unaudited.

The Condensed Consolidated Financial Statements as of June 30, 2026 for the three and six months ended June 30, 2026 and 2025 are unaudited.

In the opinion of management, these financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and changes in equity for the periods presented.

6 unchanged sentences

Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue Recognition

2 unchanged sentences

tons are received at our landfills, transfer stations or processing facilities;

or recycling and other commodities, such as RNG, electricity and capacity, Renewable Identification Numbers (“RINs”) and Renewable Energy Credits (“RECs”), are sold.

and other commodities, such as RNG, electricity and capacity, Renewable Identification Numbers (“RINs”) and Renewable Energy Credits (“RECs”), are sold.

Compliance services revenues are recognized over the contractual service period.

7 unchanged sentences

Our contract acquisition costs are classified as current or noncurrent based on the timing of when we expect to recognize amortization and are included in other assets in our Condensed Consolidated Balance Sheets.

As of March 31, 2026 and December 31, 2025, we had $ 229 million and $ 237 million, respectively, of deferred contract costs, of which $ 183 million and $ 177 million, respectively, were related to deferred sales incentives.

As of June 30, 2026 and December 31, 2025, we had $ 230 million and $ 237 million, respectively, of deferred contract costs, of which $ 184 million and $ 177 million, respectively, were related to deferred sales incentives.

Amounts for our operating lease right-of-use assets are recorded in other long-term assets and the current and long-term portion of our operating lease liabilities are reflected in accrued liabilities and other long-term liabilities, respectively, in our Condensed Consolidated Balance Sheets.

9 unchanged sentences

These reclassifications are not material to our Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Adoption of New Accounting Standards in 2026

7 unchanged sentences

Liabilities for landfill and environmental remediation costs are presented in the table below (in millions):

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Current (in accrued liabilities)

The changes to landfill and environmental remediation liabilities for the three months ended March 31, 2026 are reflected in the table below (in millions):

The changes to landfill and environmental remediation liabilities for the six months ended June 30, 2026 are reflected in the table below (in millions):

Environmental

5 unchanged sentences

Acquisitions, divestitures and other adjustments

March 31, 2026

June 30, 2026

At several of our landfills, we provide financial assurance by depositing cash into restricted trust funds for purposes of settling final capping, closure, post-closure and environmental remediation obligations.

1 unchanged sentence

See Note 13 for additional information related to these trusts.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the major components of debt at principal amounts as of each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of March 31, 2026:

Commercial paper program (weighted average interest rate of 4.1 % as of March 31, 2026 and December 31, 2025)

Senior notes, maturing through 2054, interest rates ranging from 1.15 % to 7.75 % (weighted average interest rate of 4.3 % as of March 31, 2026 and December 31, 2025)

Canadian senior notes, C$ 500 million maturing September 2026, interest rate of 2.6 %

Tax-exempt bonds, maturing through 2055, fixed and variable interest rates ranging from 0.70 % to 4.60 % (weighted average interest rate of 3.3 % as of March 31, 2026 and 3.4 % as of December 31, 2025)

Financing leases and other, maturing through 2075 (weighted average interest rate of 4.7 % as of March 31, 2026 and 4.8 % as of December 31, 2025)

Commercial paper program (weighted average interest rate of 3.95 % as of June 30, 2026 and 4.05 % as of December 31, 2025)

Senior notes, maturing through 2054, interest rates ranging from 1.15 % to 7.75 % (weighted average interest rate of 4.27 % as of June 30, 2026 and 4.28 % as of December 31, 2025)

Canadian senior notes, C$ 500 million, redeemed July 2026, interest rate of 2.60 %

Canadian senior notes, C$ 700 million, maturing July 2033, interest rate of 3.944 %

Tax-exempt bonds, maturing through 2055, fixed and variable interest rates ranging from 0.70 % to 4.60 % (weighted average interest rate of 3.33 % as of June 30, 2026 and 3.41 % as of December 31, 2025)

Financing leases and other, maturing through 2075 (weighted average interest rate of 4.90 % as of June 30, 2026 and 4.83 % as of December 31, 2025)

Debt issuance costs, discounts and other

2 unchanged sentences

Debt Classification

As of March 31, 2026, we had approximately $ 3.7 billion of debt maturing within the next 12 months, including (i) $ 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;

As of June 30, 2026, we had approximately $ 3.8 billion of debt maturing within the next 12 months, including (i) $ 2.0 billion of tax-exempt bonds with term interest rate periods that expire within the next 12 months, which is prior to their scheduled maturities;

(ii) $ 1.1 billion of short-term borrowings under our commercial paper program (net of related discount on issuance);

(iii) $ 223 million of 7.10 % senior notes that mature in August 2026;

(iv) $ 359 million of 2.6 % Canadian senior notes that mature in September 2026 and (v) $ 201 million of other debt with scheduled maturities within the next 12 months.

As of March 31, 2026, we have classified $ 3.1 billion of debt maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under our $ 3.5 billion long-term U.S.

(iv) $ 352 million of 2.60 % Canadian senior notes that the Company elected to redeem in July 2026 and (v) $ 206 million of other debt with scheduled maturities within the next 12 months.

As of June 30, 2026, we have classified $ 2.7 billion of debt maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under our $ 3.5 billion long-term U.S.

and Canadian revolving credit facility (“$3.5 billion revolving credit facility”), as discussed below.

The remaining $ 641 million of debt maturing in the next 12 months is classified as current obligations.

The remaining $ 1.1 billion of debt maturing in the next 12 months is classified as current obligations.

Access to and Utilization of Credit Facilities and Commercial Paper Program

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We also pay certain other fees set forth in the $ 3.5 billion revolving credit facility agreement, including a facility fee based on the aggregate commitment, regardless of usage.

As of March 31, 2026, we had no outstanding borrowings under this facility.

We had $ 1.1 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program and $ 226 million of letters of credit issued, both supported by the facility, leaving unused and available credit capacity of $ 2.2 billion as of March 31, 2026.

As of June 30, 2026, we had no outstanding borrowings under this facility.

WM Holdings, Inc.

(“WM Holdings”), a wholly-owned subsidiary of WMI, guarantees all the obligations under the $ 3.5 billion revolving credit facility.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Commercial Paper Program — We have a commercial paper program that enables us to borrow funds for up to 397 days at competitive interest rates.

1 unchanged sentence

The commercial paper program is fully supported by our $ 3.5 billion revolving credit facility.

As of March 31, 2026, we had $ 1.1 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program.

Other Letter of Credit Lines — As of March 31, 2026, we had utilized $ 820 million of other uncommitted letter of credit lines, with terms maturing through December 2029.

As of June 30, 2026, we had $ 1.1 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program.

Other Letter of Credit Lines — As of June 30, 2026, we had utilized $ 944 million of other uncommitted letter of credit lines, with terms maturing through December 2029.

Debt Borrowings and Repayments

Commercial Paper Program — During the three months ended March 31, 2026, we made cash repayments of $ 6.1 billion, which were partially offset by $ 6.0 billion of cash borrowings (net of related discount on issuance) used for general corporate purposes.

Financing Leases and Other — The increase in our financing leases and other debt obligations in 2026 is due to new, non-cash, finance lease activity of $ 52 million, partially offset by $ 49 million of cash repayments of debt at maturity.

Our effective income tax rate was 18.9 % and 19.2 % for the three months ended March 31, 2026 and 2025, respectively.

The decrease in our effective income tax rate when comparing the three months ended March 31, 2026 and 2025 was primarily driven by an increase in federal tax credits, largely attributable to the recognition of Section 45Z clean fuel production tax credits, partially offset by lower investment tax credits at our RNG facilities.

Canadian Senior Notes — In June 2026, Waste Management of Canada Corporation, an indirect wholly-owned subsidiary of WM, issued C$ 700 million, or $ 493 million, of 3.944 % senior notes due July 15, 2033, all of which are fully and unconditionally guaranteed on a senior unsecured basis by WM and WM Holdings.

The net proceeds from the debt issuance were C$ 696 million, or $ 490 million, which were used to redeem the previously outstanding C$ 500 million 2.60 % Canadian senior notes that would have matured in September 2026, and we intend to use the remainder of the proceeds for general corporate purposes.

Commercial Paper Program — During the six months ended June 30, 2026, we made cash repayments of $ 12.4 billion, which were partially offset by $ 12.3 billion of cash borrowings (net of related discount on issuance) used for general corporate purposes.

Financing Leases and Other — The decrease in our financing leases and other debt obligations for the six months ended June 30, 2026 is due to $ 98 million of cash repayments of debt at maturity, partially offset by new, non-cash, finance lease activity of $ 97 million.

Our effective income tax rate was 23.2 % and 21.2 % for the three and six months ended June 30, 2026, respectively, compared to 21.7 % and 20.5 % for the three and six months ended June 30, 2025, respectively.

The increase in our effective income tax rate when comparing the three and six months ended June 30, 2026 and 2025 was primarily driven by a decrease in investment tax credits and an increase in pre-tax income, partially offset by the recognition of clean fuel production tax credits at our RNG facilities.

We evaluate our effective income tax rate at each interim period and adjust it as facts and circumstances warrant.

2 unchanged sentences

and Canada that produce renewable electricity and RNG.

Our RNG facilities qualify for investment tax credits and clean fuel production tax credits, which we expect to realize through 2027 and 2029, respectively.

During the three months ended March 31, 2026 and 2025, we recognized a reduction in our income tax expense of $ 24 million and $ 46 million, respectively due to Section 48 investment tax credits from our RNG investments.

During the three months ended March 31, 2026, we recognized a reduction in our income tax expense of $ 35 million related to clean fuel production tax credits from our RNG production and sales activity, with $ 8 million attributable to production and sales during the first quarter of 2026 and $ 27 million attributable to 2025 operations.

Our RNG facilities in the U.S.

qualify for investment tax credits and clean fuel production tax credits, pursuant to Sections 48 and 45Z of the Internal Revenue Code, which we expect to realize through 2027 and 2029, respectively.

During the three and six months ended June 30, 2026, we recognized a reduction in our income tax expense of $ 29 million and $ 53 million, respectively, due to investment tax credits from our RNG investments compared to $ 43 million and $ 89 million, respectively, for the comparable prior year periods.

During the three and six months ended June 30, 2026, we recognized a reduction in our income tax expense of $ 9 million and $ 44 million, respectively, related to clean fuel production tax credits from our RNG production and sales activity, with $ 17 million attributable to production and sales during the first half of 2026 and $ 27 million attributable to 2025 operations.

The timing of the recognition of these production tax credits resulted from the issuance of proposed Treasury regulations during the first quarter of 2026 that clarified the qualification of our RNG sales for the credit.

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We support the operations of these entities in exchange for a pro-rata share of the tax credits they generate.

The low-income housing investments qualify for federal tax credits that we expect to realize through 2038 under Sections 42 and 45D of the Internal Revenue Code.

During the three months ended March 31, 2026 and 2025, we recognized income tax expense of $ 22 million and $ 20 million, respectively, related to amortization under ASU 2023-02 and a reduction in our income tax expense of $ 30 million and $ 27 million, respectively, primarily due to federal tax credits realized from these investments.

In addition, during the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

three months ended March 31, 2026 and 2025, we recognized interest expense of $ 8 million and $ 9 million, respectively, associated with our investments in low-income housing properties.

The low-income housing investments qualify for federal tax credits that we expect to realize through 2038 pursuant to Sections 42 and 45D of the Internal Revenue Code.

During the three and six months ended June 30, 2026, we recognized income tax expense of $ 26 million and $ 48 million, respectively, related to amortization under ASU 2023-02 and a reduction in our income tax expense of $ 35 million and $ 65 million, respectively, primarily due to federal tax credits realized from these investments.

In addition, during the three and six months ended June 30, 2026, we recognized interest expense of $7 million and $ 15 million, respectively, associated with our investments in low-income housing properties.

During the three and six months ended June 30, 2025, we recognized income tax expense of $ 25 million and $ 45 million, respectively, related to amortization under ASU 2023-02 and a reduction in our income tax expense of $ 35 million and $ 62 million, respectively, primarily due to federal tax credits realized from these investments.

In addition, during the three and six months ended June 30, 2025, we recognized interest expense of $ 8 million and $ 17 million, respectively, associated with our investments in low-income housing properties.

See Note 13 for additional information related to these unconsolidated variable interest entities.

Earnings Per Share

Basic and diluted earnings per share for the three months ended March 31 were computed using the following common share data (shares in millions):

Basic and diluted earnings per share for the three and six months ended June 30 were computed using the following common share data (shares in millions):

Three Months Ended

Six Months Ended

Number of common shares outstanding at end of period

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“General liability” refers to the self-insured portion of specific third-party claims made against us that may be covered under our commercial general liability insurance policy.

For our self-insured portions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

based on an actuarial valuation or internal estimates.

For our self-insured portions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial valuation or internal estimates.

The accruals for these liabilities could be revised if future occurrences or loss development significantly differ from such valuations and estimates.

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No additional liabilities have been recorded for these intercompany guarantees because all of the underlying obligations are reflected in our Condensed Consolidated Balance Sheets.

As of March 31, 2026, we have guaranteed the obligations and certain performance requirements of third parties in connection with both consolidated and unconsolidated entities, including guarantees to cover the difference, if any, between the sale value and the guaranteed market or contractually-determined value of certain homeowner’s properties that are adjacent to or near 18 of our landfills.

As of June 30, 2026, we have guaranteed the obligations and certain performance requirements of third parties in connection with both consolidated and unconsolidated entities, including guarantees to cover the difference, if any, between the sale value and the guaranteed market or contractually-determined value of certain homeowner’s properties that are adjacent to or near 18 of our landfills.

We have also agreed to indemnify certain third-party purchasers against liabilities associated with divested operations prior to such sale.

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If no amount within a range appears to be a better estimate than any other, we use the amount that is the low end of such range.

If we used the high ends of such ranges (where estimable), our aggregate potential liability would be approximately $ 13 million higher than the $ 227 million recorded in the Condensed Consolidated Balance Sheet as of March 31, 2026.

If we used the high ends of such ranges (where estimable), our aggregate potential liability would be approximately $ 16 million higher than the $ 230 million recorded in the Condensed Consolidated Balance Sheet as of June 30, 2026.

Our ultimate responsibility may differ materially from current estimates.

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These adjustments could be material in any given period.

As of March 31, 2026, we had been notified by the government that we are a PRP in connection with 75 locations listed on the Environmental Protection Agency’s (“EPA’s”) Superfund National Priorities List, or NPL.

As of June 30, 2026, we had been notified by the government that we are a PRP in connection with 75 locations listed on the Environmental Protection Agency’s (“EPA’s”) Superfund National Priorities List, or NPL.

Of the 75 sites at which claims have been made against us, 14 are sites we own.

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At each of these facilities, we are working in conjunction with the government to characterize or remediate identified site problems, and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are working toward a cost-sharing agreement.

We generally expect to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

receive any amounts due from other participating parties at or near the time that we make the remedial expenditures.

We generally expect to receive any amounts due from other participating parties at or near the time that we make the remedial expenditures.

The other 61 NPL sites, which we do not own, are at various procedural stages under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, known as CERCLA or Superfund.

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Proceedings arising under Superfund typically involve numerous waste generators and other waste transportation and disposal companies and seek to allocate or recover costs associated with site investigation and remediation, which costs could be substantial and could have a material adverse effect on our consolidated financial statements.

At some of the sites at which we have been identified as a PRP, our liability is well defined as a consequence of a governmental decision and an agreement among liable parties as to the share each will pay for implementing that remedy.

the sites at which we have been identified as a PRP, our liability is well defined as a consequence of a governmental decision and an agreement among liable parties as to the share each will pay for implementing that remedy.

At other sites, where no remedy has been selected or the liable parties have been unable to agree on an appropriate allocation, our future costs are uncertain.

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In November 2024, MIMC and IPC publicly issued a proposed revised full remedial design that was approved by the EPA in September 2025.

It is expected that the EPA will issue a Unilateral Administrative Order for the site cleanup in 2026.

The recorded liability as of March 31, 2026, and December 31, 2025, was approximately $ 100 million.

MIMC’s ultimate liability could be materially different from current estimates, including potential increases resulting from MIMC’s continued engagement with the EPA regarding the newly-approved remedial design for the site.

The EPA issued a Unilateral Administrative Order for the site cleanup in April 2026.

The issuance of this order was anticipated, and MIMC and IPC have communicated to the EPA their intention to comply.

The recorded liability as of June 30, 2026, and December 31, 2025, was approximately $ 100 million.

MIMC’s ultimate liability could be materially different from current estimates, including potential increases resulting from MIMC’s continued engagement with the EPA as construction contracting and planning proceed.

Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings, or such proceedings are known to be contemplated, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, below a stated threshold.

In accordance with this SEC regulation, the Company uses a threshold of $ 1 million for purposes of determining whether disclosure of any such environmental proceedings is required.

We are not aware of any matters in the first quarter of 2026 that are required to be disclosed pursuant to this standard.

The following matter is disclosed in accordance with that requirement.

We do not currently believe that the eventual outcome of this matter will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

On April 26, 2026, the Delaware Department of Natural Resources and Environmental Control issued an order against Delaware Recyclable Products, Inc., an indirect, wholly-owned subsidiary of WMI, alleging certain environmental violations related to landfill cover and erosion control, stormwater management, the management of prohibited waste, and other permitting and operational matters.

The order seeks compliance with a modified permit, certain remedial actions and the payment of an administrative penalty.

Our appeal of this order is pending.

From time to time, we are also named as defendants in personal injury and property damage lawsuits, including purported class actions, on the basis of having owned, operated or transported waste to a disposal facility that is alleged to have contaminated the environment or, in certain cases, on the basis of having conducted environmental remediation activities at sites.

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Many of these actions raise complex factual and legal issues and are subject to uncertainties.

Actions that have been filed against us, and that may be filed against us in the future, include personal injury, property damage, commercial, customer, and employment-related claims, including purported state and national class action lawsuits related

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

alleged environmental contamination, including releases of hazardous material and odors;

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These actions are in various procedural stages, and some are covered, in part, by insurance.

We currently do not believe that the eventual outcome of any such actions will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

We currently do not believe that the eventual outcome of any such

actions will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

On February 11, 2020, Stericycle, Inc.

(“Stericycle”), a now wholly-owned subsidiary, received an administrative subpoena from the U.S.

Drug Enforcement Administration (“DEA”), which executed a search warrant at a facility in Rancho Cordova, California and an administrative inspection warrant at a facility in Indianapolis, Indiana for materials related to Stericycle’s now-divested Domestic Environmental Solutions business of collecting, transporting, and destroying controlled substances from retail customers (the “ESOL Retail Controlled Substances Business”).

Drug Enforcement Administration, which executed a search warrant at a facility in Rancho Cordova, California and an administrative inspection warrant at a facility in Indianapolis, Indiana for materials related to Stericycle’s now-divested Domestic Environmental Solutions business of collecting, transporting, and destroying controlled substances from retail customers (the “ESOL Retail Controlled Substances Business”).

On that same day, agents from the California Department of Toxic Substances Control executed a separate search warrant at the Rancho Cordova facility.

Since that time, the U.S.

Attorney’s Office for the Eastern District of California (“USAO EDCA”) has been overseeing criminal and civil investigations of the ESOL Retail Controlled Substances Business.

The USAO EDCA informed Stericycle that the investigations relate to Stericycle’s operation and sale of its ESOL Retail Controlled Substances Business that was divested in 2020 and has asserted that Stericycle and some of Stericycle’s current or former employees may have civil and criminal liability under the Controlled Substances Act and other federal statutes related to that business.

Stericycle has been cooperating with the ongoing investigations, which are limited to the period of Stericycle’s historical operation and ownership of the ESOL Retail Controlled Substances Business from 2015 through 2020.

While the ultimate disposition of this matter remains uncertain, we do not currently believe that it will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Attorney’s Office for the Eastern District of California has been overseeing criminal and civil investigations of the ESOL Retail Controlled Substances Business.

Stericycle cooperated with the investigations, which were limited to the period of Stericycle’s historical operation and ownership of the ESOL Retail Controlled Substances Business from 2015 through 2020.

In May 2026, Stericycle entered into certain settlement agreements, including a one-year deferred prosecution agreement, with the U.S.

Department of Justice resolving the criminal and civil investigations.

Stericycle has made the agreed-upon penalty and settlement payments and is subject to certain continuing compliance, reporting and cooperation obligations during the term of the deferred prosecution agreement.

We do not currently believe this matter will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

WMI’s charter and bylaws provide that WMI shall indemnify against all liabilities and expenses, and upon request shall advance expenses to any person, who is subject to a pending or threatened proceeding because such person is or was a director or officer of the Company.

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We do not believe that any future liability relating to our past or current participation in, or withdrawals from, the Multiemployer Pension Plans to which we contribute will have a material adverse effect on our business, financial condition or liquidity.

However, liability for future withdrawals could have a material adverse effect on our results of

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

operations or cash flows for a particular reporting period, depending on the number of employees withdrawn and the financial condition of the Multiemployer Pension Plan(s) at the time of such withdrawal(s).

However, liability for future withdrawals could have a material adverse effect on our results of operations or cash flows for a particular reporting period, depending on the number of employees withdrawn and the financial condition of the Multiemployer Pension Plan(s) at the time of such withdrawal(s).

Tax Matters — We maintain a liability for uncertain tax positions, the balance of which management believes is adequate.

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Any unresolved issues as of the tax return filing date are subject to routine examination procedures.

In the fourth quarter of 2022, the Company received a notice of tax due for the 2017 tax year related to a remaining disagreement with the IRS.

In response to the notice, the Company made a deposit of approximately $ 103 million with the IRS.

In the fourth quarter of 2024, the Company filed a claim for refund of the entire amount deposited with the IRS.

We expect to litigate any denial of the claim for refund.

As of March 31, 2026 and December 31, 2025, the IRS deposit, net of reserve for uncertain tax positions, was classified as a component of other long-term assets in the Company’s Condensed Consolidated Balance Sheets.

the fourth quarter of 2022, the Company received a notice of tax due for the 2017 tax year related to a remaining disagreement with the IRS, and in response to that notice, the Company placed a deposit of approximately $ 103 million with the IRS.

The Company filed a claim for refund of the entire deposit in the fourth quarter of 2024 and received a partial refund of approximately $ 14 million plus interest from the IRS in the second quarter of 2026.

We expect to litigate any denial of the claim for refund of the remaining deposit.

As of June 30, 2026 and December 31, 2025, the IRS deposit of $ 89 million and $ 103 million, respectively, was classified as a component of other long-term assets in the Company’s Condensed Consolidated Balance Sheets.

Segment and Related Information

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We also provide additional services not managed through our five reportable segments, which are presented as Corporate and Other.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summarized financial information concerning our reportable segments for the three months ended March 31 is shown in the following table (in millions):

Summarized financial information concerning our reportable segments for the three and six months ended June 30 is shown in the following table (in millions):

Depreciation,

2 unchanged sentences

Operations(c)

Three Months Ended June 30:

Collection and Disposal:

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Intercompany Elimination(a)

Depreciation,

Administrative

and Accretion

Operations(c)

Six Months Ended June 30:

Collection and Disposal:

Other Ancillary

Collection and Disposal(e)(f)(g)

Recycling Processing and Sales(e)

Renewable Energy(f)

Healthcare Solutions(g)(h)

Corporate and Other(f)

Intercompany Elimination(a)

Depreciation,

Administrative

and Accretion

Operations(c)

Collection and Disposal:

Other Ancillary

Collection and Disposal(e)(f)(g)

Recycling Processing and Sales(e)

Renewable Energy(f)

Healthcare Solutions(g)(h)

Corporate and Other(f)

Intercompany Elimination(a)

(a) Includes each segment’s intercompany activity, including transactions within a segment and between segments.

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(e) Certain fees related to the processing of recyclable material we collect are included within our Collection and Disposal business.

The amounts in income from operations for the three months ended March 31, 2026 and 2025 are $ 18 million and $ 20 million, respectively.

The amounts in income from operations for the three and six months ended June 30, 2026 are $ 22 million and $ 40 million, respectively.

The amounts in income from operations for the three and six months ended June 30, 2025 are $ 20 million and $ 40 million, respectively.

(f) Renewable Energy pays a 15 % intercompany royalty to our Collection and Disposal business and Corporate and Other for landfill gas.

The total amount of royalties in gross and intercompany operating revenues for the East Tier, West

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Tier, and Corporate and Other and in operating expenses for Renewable Energy for the three months ended March 31, 2026 and 2025 are $ 24 million and $ 14 million, respectively.

The total amount of royalties in gross and intercompany operating revenues for the East Tier, West Tier, and Corporate and Other and in operating expenses for Renewable Energy for the three and six months ended June 30, 2026 are $ 24 million and $ 48 million, respectively.

(g) Our Collection and Disposal business records intercompany operating revenue for collection and disposal services provided to Healthcare Solutions.

The total amount of intercompany operating revenues reflected in our Collection and Disposal business and in operating expenses for Healthcare Solutions for the three months ended March 31, 2026 and 2025, are $ 20 million and $ 8 million, respectively.

The total amount of intercompany operating revenues reflected in our Collection and Disposal business and in operating expenses for Healthcare Solutions for the three and six months ended June 30, 2026 are $ 16 million and $ 36 million, respectively, and for three and six months ended June 30, 2025 are $ 12 million and $ 20 million, respectively.

(h) In the third quarter of 2025, as a result of continued integration efforts and to enhance transparency and accountability, the Company began reflecting intra-segment activity within the Healthcare Solutions segment.

These charges were designed to measure profitability at more granular levels of the enterprise and to facilitate clearer financial accountability within operating units.

Accordingly, adjustments to the three months ended March 31, 2025 were made to properly reflect intra-segment activity for the period.

Intra-segment operating revenues and operating expenses within Healthcare Solutions for the three months ended March 31, 2026 and 2025 are $ 101 million and $ 94 million, respectively.

Accordingly, adjustments to the three and six months ended June 30, 2025 were made to properly reflect intra-segment activity for each period.

Intra-segment operating revenues and operating expenses within Healthcare Solutions for the three and six months ended June 30, 2026 are $ 101 million and $ 202 million, respectively.

Intra-segment operating revenues and operating expenses within Healthcare Solutions for the three and six months ended June 30, 2025 are $ 113 million and $ 207 million, respectively.

Total assets by reportable segment are presented in the table below as follows (in millions):

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Total assets, per Condensed Consolidated Balance Sheet

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The mix of operating revenues from our major lines of business for the three months ended March 31 are as follows (in millions):

The mix of operating revenues from our major lines of business for the three and six months ended June 30 are as follows (in millions):

Three Months Ended June 30:

Other collection

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Renewable Energy

Healthcare Solutions

Healthcare Solutions (b)

Corporate and Other

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Renewable Energy

Healthcare Solutions

Healthcare Solutions (b)

Corporate and Other

Six Months Ended June 30:

Other collection

Total collection

Total Collection and Disposal

Recycling Processing and Sales

Renewable Energy

Healthcare Solutions (b)

Corporate and Other

Other collection

Total collection

Total Collection and Disposal

Recycling Processing and Sales

Renewable Energy

Healthcare Solutions (b)

Corporate and Other

(a) Includes each segment’s intercompany activity, including transactions within a segment and between segments.

Transactions within and between segments are generally made on a basis intended to reflect the market value of the service.

(b) In the third quarter of 2025, as a result of continued integration efforts and to enhance transparency and accountability, the Company began reflecting intra-segment activity within the Healthcare Solutions segment.

These charges were designed to measure profitability at more granular levels of the enterprise and to facilitate clearer financial accountability within operating units.

Accordingly, adjustments to the three and six months ended June 30, 2025 were made to properly reflect intra-segment activity for each period.

Intra-segment operating revenues and operating expenses within Healthcare Solutions for the three and six months ended June 30, 2026 are $ 101 million and $ 202 million, respectively.

Intra-segment operating revenues and operating expenses within Healthcare Solutions for the three and six months ended June 30, 2025 are $ 113 million and $ 207 million, respectively.

Our financial and operating results may fluctuate for many reasons, including period-to-period changes in the relative contribution of revenue by each line of business, changes in commodity prices and general economic conditions.

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Service or operational disruptions caused by severe storms, extended periods of inclement weather or climate events can significantly affect the operating results of the geographic areas affected.

Extreme weather events may also lead to supply chain disruption and delayed project development, or disruption of our customers’ businesses, reducing the amount of waste generated by their operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Extreme weather events may also lead to

supply chain disruption and delayed project development, or disruption of our customers’ businesses, reducing the amount of waste generated by their operations.

Conversely, certain destructive weather and climate conditions, such as wildfires in the Western U.S.

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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.

Proceeds from divestitures of businesses and other assets, net of cash divested, were $ 69 million and $ 98 million for the three months ended March 31, 2026 and 2025, respectively.

Acquisitions and Divestitures

During the six months ended June 30, 2026, we completed solid waste acquisitions for total consideration of $ 235 million, which included issuance of shares of our common stock valued at $ 144 million from treasury stock, $ 85 million in net cash paid and $ 6 million of other consideration, specifically purchase price holdbacks.

In addition, we paid $ 13 million of holdbacks related to prior year acquisitions.

Total consideration for our 2026 acquisitions was primarily allocated to $ 27 million of property and equipment, $ 75 million of other intangible assets, primarily customer relationships, and $ 138 million of goodwill.

The goodwill was primarily a result of expected synergies from combining the acquired businesses with our existing operations and substantially all was not tax deductible.

We remain in the measurement period for our 2026 acquisitions, and adjustments to our preliminary purchase price allocation may occur.

Proceeds from divestitures of businesses and other assets, net of cash divested, were $ 77 million and $ 103 million for the six months ended June 30, 2026 and 2025, respectively.

Proceeds in 2026 primarily related to a business divestiture in our West Tier, which resulted in a gain of $ 34 million recognized in (gain) loss from divestitures, asset impairments and unusual items, net in our Condensed Consolidated Statements of Operations.

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As the fair value of consideration transferred was equal to the carrying value of the divested Spain and Portugal subsidiaries, no gain or loss was recognized.

(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net

(Gain) loss from divestitures, asset impairments and unusual items, net for the three months ended June 30, 2026 was not material.

(Gain) loss from divestitures, asset impairments and unusual items, net for the six months ended June 30, 2026 primarily relates to a $ 34 million gain on a business divestiture in our West Tier, offset by immaterial charges related to legal and remediation liabilities.

(Gain) loss from divestitures, asset impairments and unusual items, net for the three and six months ended June 30, 2025, primarily relates to a $ 16 million goodwill impairment charge to a business engaged in oil recovery and sludge processing services.

This charge is reflected in Other Ancillary within our Collection and Disposal business.

Accumulated Other Comprehensive Income (Loss)

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Net current period other comprehensive income (loss)

Balance, March 31, 2026

Balance, June 30, 2026

Common Stock Repurchase Program

The Company repurchases shares of its common stock as part of capital allocation programs authorized by our Board of Directors.

During the three months ended March 31, 2026, we repurchased 1.5 million shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act for $ 354 million, inclusive of per-share commissions and taxes, for a weighted average price per share of $ 235.78 .

During the three months ended June 30, 2026, we repurchased 3.0 million shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for $ 671 million, inclusive of per-share commissions and taxes, for a weighted average price per share of $ 223.94 .

During the six months ended June 30, 2026, we repurchased 4.5 million shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act for $ 1.0 billion, inclusive of per-share commissions and taxes, for a weighted average price per share of $ 227.89 .

These repurchases were made under the $ 3.0 billion Board of Directors authorization announced in December 2025.

As of March 31, 2026, the Company has authorization for $ 2.7 billion of future share repurchases.

As of June 30, 2026, the Company has remaining authorization for $ 2.0 billion of future share repurchases.

Any future share repurchases pursuant to this authorization of our Board of Directors will be made at the discretion of management and will depend on factors similar to those considered by the Board of Directors in making dividend declarations, including our leverage level, net earnings, financial condition and cash required for future business plans, growth and acquisitions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value Measurements

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Total assets measured at fair value

(a) Our available-for-sale securities primarily relate to debt securities with maturities over the next ten years .

(a) Our available-for-sale securities primarily relate to debt securities with maturities over the next nine years .

Fair Value of Debt

As of March 31, 2026 and December 31, 2025, the carrying value of our debt was $ 22.9 billion.

The estimated fair value of our debt was approximately $ 22.3 billion and $ 22.5 billion as of March 31, 2026 and December 31, 2025, respectively.

As of June 30, 2026 and December 31, 2025, the carrying value of our debt was $ 23.4 billion and $ 22.9 billion, respectively.

The estimated fair value of our debt was approximately $ 22.6 billion and $ 22.5 billion as of June 30, 2026 and December 31, 2025, respectively.

Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop the estimates of fair value.

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The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values.

The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of March 31, 2026 and December 31, 2025.

The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of June 30, 2026 and December 31, 2025.

These amounts have not been revalued since those dates and current estimates of fair value could differ significantly from the amounts presented.

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Low-Income Housing Properties

We do not consolidate our investments in entities established to manage low-income housing properties because we are not the primary beneficiary of these entities as we do not have the power to individually direct the activities of these entities.

Our aggregate investment balance in these entities was $ 602 million and $ 624 million as of March 31, 2026 and December 31, 2025, respectively.

The debt balance related to our investments in low-income housing properties was $ 591 million and $ 616 million as of March 31, 2026 and December 31, 2025, respectively.

Our aggregate investment balance in these entities was $ 577 million and $ 624 million as of June 30, 2026 and December 31, 2025, respectively.

The debt balance related to our investments in low-income housing properties was $ 565 million and $ 616 million as of June 30, 2026 and December 31, 2025, respectively.

Additional information related to these investments is discussed in Note 4.

Trust Funds for Final Capping, Closure, Post-Closure or Environmental Remediation Obligations

Unconsolidated Variable Interest Entities — Trust funds that are established for both the benefit of the Company and the host community in which we operate are not consolidated because we are not the primary beneficiary of these entities as (i) we do not have the power to direct the significant activities of the trusts or (ii) power over the trusts’ significant

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

activities is shared.

Our interests in these trusts are accounted for as investments in unconsolidated entities and receivables.

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We also reflect our share of the unrealized gains and losses on available-for-sale securities held by these trusts as a component of our accumulated other comprehensive income (loss).

Our investments and receivables related to these trusts had an aggregate carrying value of $ 125 million and $ 127 million as of March 31, 2026 and December 31, 2025, respectively.

Our investments and receivables related to these trusts had an aggregate carrying value of $ 133 million and $ 127 million as of June 30, 2026 and December 31, 2025, respectively.

Consolidated Variable Interest Entities — Trust funds for which we are the sole beneficiary are consolidated because we are the primary beneficiary.

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Unrealized gains and losses on available-for-sale securities held by these trusts are recorded as a component of accumulated other comprehensive income (loss).

These trusts had a fair value of $ 141 million and $ 140 million as of March 31, 2026 and December 31, 2025, respectively.

These trusts had a fair value of $ 144 million and $ 140 million as of June 30, 2026 and December 31, 2025, respectively.

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

What changed 10-Q

Item 1. Financial Statements