Other Information .
−Removed: We incorporate by reference into Item 5 of this Quarterly Report on Form 10-Q the information disclosed in Note 14 to the Condensed Consolidated Financial Statements under the heading “Pending Acquisition of Stericycle and Related Financing.”
Securities Trading Plans of Directors and Executive Officers
−Removed: On September 4, 2024 , Tara Hemmer , Senior Vice President and Chief Sustainability Officer, adopted a stock trading plan (the “Hemmer Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
−Removed: The Hemmer Trading Plan will commence on December 3, 2024 and will automatically terminate on the earlier of June 30, 2025 and the completion of all of the contemplated transactions set forth therein.
−Removed: The Hemmer Trading Plan provides for (i) the donation of 714 shares of our common stock;
−Removed: (ii) the potential sale of all 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 (iii) the potential sale of 50% of 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.
−Removed: Each of the contemplated transactions will occur upon our common stock reaching specified market prices.
−Removed: Hemmer received a target grant of 9,252 PSU awards with a performance period ended December 31, 2024;
−Removed: the number of shares to be paid out to Ms.
−Removed: Hemmer on account of these PSU awards can range from zero to 200% of the initial target grant.
−Removed: As a result, the number of shares of common stock to potentially be sold pursuant to the Hemmer 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.
−Removed: On September 9, 2024 , Ms.
−Removed: Devina Rankin , Executive Vice President and Chief Financial Officer , adopted a stock trading plan (the “Rankin Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
−Removed: The Rankin Trading Plan will commence on February 3, 2025 and will automatically terminate on the earlier of February 3, 2026 and the completion of all of the contemplated transactions set forth therein.
−Removed: The Rankin 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 6,803 RSU equity compensation awards and (ii) 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.
−Removed: Each of the contemplated transactions will occur upon our common stock reaching specified market prices.
−Removed: Rankin received a target grant of 11,972 PSU awards with a performance period ended December 31, 2024;
−Removed: the number of shares to be paid out to Ms.
−Removed: Rankin on account of these PSU awards can range from zero to 200% of the initial target grant.
−Removed: As a result, as described above in connection with the Hemmer Trading Plan, the number of shares of common stock to potentially be sold pursuant to the Rankin Trading Plan will be determined in the first quarter of 2025 .
−Removed: Term Credit Agreement dated as of August 28, 2024 by and among WMI, WM Holdings., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent [Incorporated by reference to Exhibit 10.1 to Form 8-K filed September 3, 2024].
−Removed: Form of 2024 Long Term Incentive Compensation Award Agreement RSU Award Agreement (U.S.) (Three-Year Step Vest).
+Added: On February 25, 2025 , Mr.
+Added: Carrasco , Senior Vice President — Enterprise Strategy and President — WM Healthcare Solutions , adopted a stock trading plan (the “Carrasco Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
+Added: The Carrasco Plan will commence on May 27, 2025 and will automatically terminate on the earlier of May 22, 2026 and the completion of all the contemplated transactions set forth therein.
+Added: The Carrasco Plan provides for the potential cashless exercise of three vested stock option awards totaling 5,792 stock options, upon our common stock reaching specified market prices, pursuant to which shares of common stock will be sold to cover the option exercise price, tax obligations, commissions and fees.
+Added: The Carrasco Plan then provides instructions to sell 50% of the shares of common stock resulting from each cashless option exercise after settlement and Mr.
+Added: Carrasco will continue to hold the remaining 50% of the shares.
+Added: On February 27, 2025 , James C.
+Added: , President, Chief Executive Officer and member of our Board of Directors , adopted a written net share settlement plan (the “Fish Plan”).
+Added: The Fish 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.
+Added: The Fish Plan provided that upon (i) the vesting of 22,063 and 19,805 stock options on March 1, 2025 and March 7, 2025, respectively and (ii) our common stock reaching a specified market price on or before March 7, 2025, the Company would exercise the options and withhold shares of common stock necessary to cover the option exercise price and tax obligations.
+Added: The options were automatically exercised pursuant to the terms of the Fish Plan and all remaining shares of common stock resulting from the option exercises after the net share settlement process were delivered to Mr.
+Added: Form of 2025 Long Term Incentive Compensation PSU Award Agreement [Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 28, 2025].
+Added: Form of 2025 Long Term Incentive Compensation Stock Option Award Agreement [Incorporated by reference to Exhibit 10.2 to Form 8-K filed February 28, 2025].
+Added: Form of 2025 Executive Officer Annual Incentive Award Agreement [Incorporated by reference to Exhibit 10.3 to Form 8-K filed February 28, 2025].
+Added: Form of 2025 Long Term Incentive Compensation RSU Award Agreement.
Guarantor Subsidiary.
−Removed: Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 James C.
+Added: 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.
−Removed: Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 Devina A.
+Added: 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.
26 unchanged sentences
(Principal Accounting Officer)
−Removed: October 28, 2024
+Added: April 29, 2025
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.