Form 8-K

8-K — REPUBLIC SERVICES, INC.

Accession: 0001060391-26-000273

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001060391

SIC: 4953 (REFUSE SYSTEMS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — rsg-20260806.htm (Primary)

EX-99.1 (exhibit991q22026.htm)

GRAPHIC (rslogorgbverticala35.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rsg-20260806.htm · Sequence: 1

rsg-20260806

0001060391false00010603912026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 6, 2026

Republic Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware 1-14267 65-0716904

(State or other jurisdiction of

incorporation) (Commission File Number) (IRS Employer Identification No.)

5353 East City North Drive

Phoenix, Arizona 85054

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 627-2700

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.01 per share

RSG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

EX-99.1

EX-104

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2026, Republic Services, Inc. (the Company) issued a press release containing information about the Company’s financial results for the three and six months ended June 30, 2026. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Updated Full-Year 2026 Financial Guidance

Our guidance is based on current economic conditions.

The Company expects full-year revenue to be in a range of $17,200 million to $17,300 million.

Net income attributable to Republic Services, Inc. is expected to be in a range of $2,210 million to $2,220 million for 2026. The Company raised its full-year adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("adjusted EBITDA") guidance and expects it to be in a range of $5,525 million to $5,550 million. Adjusted EBITDA consists of net income, plus provision for income taxes, which is expected to be in a range of $530 million to $535 million, plus interest expense, net, which is expected to be $605 million, plus depreciation, depletion, amortization and accretion, which is expected to be in a range of $2,000 million to $2,010 million, plus loss from unconsolidated equity method investments, which is expected to be $190 million, plus other income, net, which is expected to be $30 million, plus restructuring charges, which is expected to be $20 million.

We believe adjusted EBITDA provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted EBITDA may not be comparable to similarly titled measures presented by other companies.

Diluted earnings per share is expected to be in a range of $7.18 to $7.23 for the full year. The Company updated its adjusted diluted earnings per share guidance for 2026 and expects it to be in a range of $7.23 to $7.28. Adjusted diluted earnings per share excludes the impact of restructuring charges.

We believe adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs, and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.

Cash provided by operating activities is expected to be in a range of $4,485 million to $4,560 million for the full year. Adjusted free cash flow for 2026 is expected to be in a range of $2,540 million to $2,575 million. Adjusted free cash flow consists of cash provided by operating activities, less property and equipment received, which is expected to be in a range of $1,970 million to $2,010 million, plus proceeds from the sale of property and equipment of approximately $10 million, and is exclusive of cash paid for restructuring activities of approximately $15 million, net of tax.

We believe adjusted free cash flow provides useful information regarding our recurring cash provided by operating activities after certain expenditures or recoveries. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary expenditures because it excludes certain expenditures that are required or to which we have committed, such as debt service requirements and dividend payments. Our definition of adjusted free cash flow may not be comparable to similarly titled measures presented by other companies.

For a reconciliation of adjusted EBITDA to net income attributable to Republic Services, Inc. guidance, adjusted diluted earnings per share to diluted earnings per share guidance and adjusted free cash flow to cash provided by operating activities guidance, see page 13 and page 14 of the press release included as Exhibit 99.1 hereto.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking information about the Company that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “guidance,” “expect,” “will,” “may,” “anticipate,” “plan,” “estimate,” “project,” “intend,” “should,” “can,” “likely,” “could,” “outlook” and similar expressions are intended to identify forward-looking statements. These statements include information about the Company's plans, strategies, and expectations of future financial performance and prospects. Forward-looking statements are not guarantees of performance.

These statements are based upon the current beliefs and expectations of the Company's management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, such expectations may not prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the impacts of the overall global economy and changing interest rates, impacts from international trade restrictions and tariffs, the Company's ability to effectively integrate and manage companies it acquires, and to realize the anticipated benefits of any such acquisitions, the impact of prolonged work stoppages or other labor disruptions, the amount of the financial contribution of the Company's sustainability initiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States, as well as the Company's dependence on large, long-term collection, transfer and disposal contracts. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in the Company's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, particularly under Part I, Item 1A – Risk Factors. Additionally, new risk factors emerge from time to time and it is not possible for the Company to predict all such risk factors, or to assess the impact such risk factors might have on its business. The Company undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release of Republic Services, Inc. issued August 6, 2026 to announce the financial results for the three and six months ended June 30, 2026.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REPUBLIC SERVICES, INC.

Date: August 6, 2026 By:

/s/ BRIAN DELGHIACCIO

Brian DelGhiaccio

Executive Vice President,

Chief Financial Officer

(Principal Financial Officer)

Date: August 6, 2026 By: /s/ ELYSE M. CARLSEN

Elyse M. Carlsen

Vice President and

Chief Accounting Officer

(Principal Accounting Officer)

EX-99.1

Filename: exhibit991q22026.htm · Sequence: 2

Document

EXHIBIT 99.1

Republic Services, Inc. Reports

Second Quarter 2026 Results

●

Reported Earnings Per Share of $1.84 and Adjusted Earnings Per Share of $1.85

●

Generated Year-to-Date Cash Flow from Operations of $2.38 Billion and Adjusted Free Cash Flow of $1.58 Billion

●

Invested Approximately $860 Million in Value-Creating Acquisitions During the First-Half of 2026

●

Increased Full-Year 2026 Financial Guidance

●

Increased Quarterly Dividend by Approximately 7 Percent

PHOENIX (August 6, 2026) – Republic Services, Inc. (NYSE: RSG) today reported net income of $566 million, or $1.84 per diluted share, for the three months ended June 30, 2026, versus $550 million, or $1.75 per diluted share, for the comparable 2025 period. Excluding certain expenses and other items, on an adjusted basis, net income for the three months ended June 30, 2026, was $569 million, or $1.85 per diluted share, versus $556 million, or $1.77 per diluted share, for the comparable 2025 period.

“Our second quarter results reflect the strength and resilience of our business model, as we continue to execute our strategy and deliver differentiated value for our customers,” said Jon Vander Ark, president and chief executive officer. “Pricing in excess of cost inflation and our disciplined cost management supported accelerated growth in revenue and EBITDA. Given our strong operating performance and momentum across the business, we are increasing our full-year financial guidance.”

Second-Quarter and Year-to-Date 2026 Highlights:

•Total revenue growth of 4.6 percent includes 3.7 percent organic growth from our recycling and waste business, 0.2 percent decline from our environmental solutions business, and 1.1 percent growth from acquisitions.

•Core price on total revenue increased revenue by 5.3 percent. Core price on related business revenue increased revenue by 6.4 percent, which consisted of 7.8 percent in the open market and 4.1 percent in the restricted portion of the business.

•Revenue growth from average yield on total revenue was 3.4 percent, and volume decreased revenue by 1.6 percent. Revenue growth from average yield on related business revenue was 4.0 percent, and volume decreased related business revenue by 1.9 percent.

•Net income was $566 million, or a margin of 12.8 percent.

•EPS was $1.84 per share, an increase of 5.1 percent over the prior year.

•Adjusted EPS, a non-GAAP measure, was $1.85 per share, an increase of 4.5 percent over the prior year.

•Adjusted EBITDA, a non-GAAP measure, was $1.42 billion. Adjusted EBITDA margin, a non-GAAP measure, was 32.1 percent of revenue, which remained consistent with the prior year. The Company overcame 50 basis points of margin headwind from event driven landfill volumes received in the prior year.

•Year-to-date cash invested in acquisitions was $860 million.

•Year-to-date cash returned to shareholders was $1.04 billion, which included $651 million of share repurchases and $385 million of dividends paid.

•The Company's average recycled commodity price per ton sold at its recycling centers during the second quarter was $136. This represents a decrease of $13 per ton over the prior year.

•The Company completed and commenced operations on two renewable natural gas projects during the quarter.

•Republic was recognized by several leading organizations during the quarter, including:

◦Dow Jones Best-in-Class Indices for the 10th consecutive year

◦Forbes list of America’s Best Employers for Company Culture

Updated Full-Year 2026 Financial Guidance

Republic's financial guidance is based on current economic conditions and does not assume any significant changes in the overall economy for the remainder of 2026. Please refer to the Reconciliation of Full-Year 2026 Financial Guidance section of this document for detail relating to the computation of non-GAAP measures as well as the Information Regarding Forward-Looking Statements section of this document.

The Company provided additional details as follows:

•Revenue: Increased original guidance to a range of $17.200 billion to $17.300 billion

•Adjusted EBITDA: Increased original guidance to a range of $5.525 billion to $5.550 billion

•Adjusted Diluted Earnings per Share: Updated original guidance to a range of $7.23 to $7.28 per share

•Adjusted Free Cash Flow: Increased original guidance to a range of $2.540 billion to $2.575 billion

Company Increases Quarterly Dividend

Republic continues to increase cash returns to shareholders, and previously announced that its Board of Directors approved a 4.5-cent increase in the quarterly dividend. The quarterly dividend of $0.670 per share for shareholders of record on October 2, 2026, will be paid on October 15, 2026.

Presentation of Certain Performance Metrics and Non-GAAP Measures

Adjusted diluted earnings per share, adjusted net income - Republic, adjusted pre-tax income, adjusted tax impact, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA by business type, adjusted EBITDA margin by business type and adjusted free cash flow are described in the Performance Metrics and Reconciliations of Certain Non-GAAP Measures section of this document.

About Republic Services

Republic Services, Inc. is a leader in the environmental services industry. Through its subsidiaries, the Company provides customers with the most complete set of products and services, including recycling, solid waste, special waste, hazardous waste and field services. Republic’s industry-leading commitments to advance circularity and support decarbonization are helping deliver on its vision to partner with customers to create a more sustainable world. For more information, please visit RepublicServices.com.

For more information, contact:

Media Inquiries

Investor Inquiries

Roman Blahoski (480) 718-0328

John Weeks (480) 718-0309

media@RepublicServices.com

investor@RepublicServices.com

SUPPLEMENTAL UNAUDITED FINANCIAL INFORMATION

AND OPERATING DATA

REPUBLIC SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)

June 30, December 31,

2026 2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 107 $ 76

Accounts receivable, less allowance for doubtful accounts and other of $59 and $66, respectively

2,029 1,897

Prepaid expenses and other current assets 427 550

Total current assets 2,563 2,523

Restricted cash and marketable securities 285 259

Property and equipment, net 12,916 12,639

Goodwill 17,186 16,715

Other intangible assets, net 707 655

Other assets 1,502 1,575

Total assets $ 35,159 $ 34,366

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 1,440 $ 1,374

Notes payable and current maturities of long-term debt 548 596

Deferred revenue 480 496

Accrued landfill and environmental costs, current portion 156 148

Accrued interest 114 109

Other accrued liabilities 1,242 1,205

Total current liabilities 3,980 3,928

Long-term debt, net of current maturities 13,521 12,985

Accrued landfill and environmental costs, net of current portion 2,642 2,608

Deferred income taxes and other long-term tax liabilities, net 1,963 1,884

Insurance reserves, net of current portion 457 436

Other long-term liabilities 563 556

Commitments and contingencies

Stockholders' equity:

Preferred stock, par value $0.01 per share; 50 shares authorized; none issued

— —

Common stock, par value $0.01 per share; 750 shares authorized; 314 and 313 issued including shares held in treasury, respectively

3 3

Additional paid-in capital 1,872 1,833

Retained earnings 11,867 11,161

Treasury stock, at cost; 8 and 5 shares, respectively

(1,677) (1,000)

Accumulated other comprehensive loss, net of tax (33) (29)

Total Republic Services, Inc. stockholders' equity 12,032 11,968

Non-controlling interests in consolidated subsidiary 1 1

Total stockholders' equity 12,033 11,969

Total liabilities and stockholders' equity $ 35,159 $ 34,366

REPUBLIC SERVICES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 4,430 $ 4,235 $ 8,544 $ 8,244

Expenses:

Cost of operations 2,563 2,449 4,929 4,763

Depreciation, depletion and amortization 488 463 949 897

Accretion 30 28 60 57

Selling, general and administrative 444 425 870 852

Restructuring charges 4 6 6 9

(Gain) loss on business divestitures and impairments, net — 3 (1) 1

Operating income 901 861 1,731 1,665

Interest expense (151) (145) (302) (285)

Loss from unconsolidated equity method investments (58) (2) (110) (14)

Interest income 2 2 5 4

Other income, net 5 4 31 15

Income before income taxes 699 720 1,355 1,385

Provision for income taxes 133 170 263 340

Net income 566 550 1,092 1,045

Net income attributable to non-controlling interests in consolidated subsidiary — — — —

Net income attributable to Republic Services, Inc. $ 566 $ 550 $ 1,092 $ 1,045

Basic earnings per share attributable to Republic Services, Inc. stockholders:

Basic earnings per share $ 1.84 $ 1.76 $ 3.54 $ 3.34

Weighted average common shares outstanding 307.5 313.1 308.3 313.0

Diluted earnings per share attributable to Republic Services, Inc. stockholders:

Diluted earnings per share $ 1.84 $ 1.75 $ 3.54 $ 3.33

Weighted average common and common equivalent shares outstanding 307.6 313.4 308.5 313.3

Cash dividends per common share $ 0.625 $ 0.580 $ 1.250 $ 1.160

REPUBLIC SERVICES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Six Months Ended June 30,

2026 2025

Cash provided by operating activities:

Net income $ 1,092 $ 1,045

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion, amortization and accretion 1,009 954

Non-cash interest expense 40 37

Deferred tax provision (benefit) 61 (8)

Loss from unconsolidated equity method investments 110 14

Other non-cash items 51 37

Change in assets and liabilities, net of effects from business acquisitions and divestitures:

Accounts receivable (147) (51)

Prepaid expenses and other assets 41 21

Accounts payable 123 (13)

Capping, closure and post-closure expenditures (27) (21)

Remediation expenditures (26) (19)

Other liabilities 53 138

Cash provided by operating activities 2,380 2,134

Cash used in investing activities:

Purchases of property and equipment (868) (866)

Proceeds from sales of property and equipment 7 8

Cash used in acquisitions and investments, net of cash and restricted cash acquired (865) (963)

Cash received from business divestitures 2 7

Other (3) (1)

Cash used in investing activities (1,727) (1,815)

Cash used in financing activities:

Proceeds from credit facilities and notes payable, net of fees 25,683 20,025

Proceeds from issuance of senior notes, net of discount and fees 1,185 1,183

Payments of credit facilities and notes payable (26,394) (21,030)

Issuances of common stock, net (8) (14)

Purchases of common stock for treasury (659) (59)

Cash dividends paid (385) (362)

Contingent consideration payments (17) (3)

Cash used in financing activities (595) (260)

Effect of foreign exchange rate changes on cash (1) 1

Increase in cash, cash equivalents, restricted cash and restricted cash equivalents 57 60

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 249 203

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 306 $ 263

You should read the following information in conjunction with our audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2025. All amounts below are in millions and as a percentage of our revenue, except per share data.

REVENUE

The following table reflects our total revenue by line of business for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Collection:

Residential $ 767 17.3 % $ 752 17.8 % $ 1,515 17.7 % $ 1,496 18.1 %

Small-container 1,369 30.9 1,259 29.7 2,675 31.3 2,502 30.3

Large-container 839 19.0 794 18.7 1,607 18.8 1,532 18.6

Other 18 0.4 17 0.4 35 0.4 35 0.4

Total collection

2,993 67.6 2,822 66.6 5,832 68.2 5,565 67.4

Transfer 495 479 935 903

Less: intercompany (264) (258) (503) (494)

Transfer, net 231 5.2 221 5.2 432 5.1 409 5.0

Landfill 858 854 1,622 1,577

Less: intercompany (341) (338) (652) (640)

Landfill, net 517 11.7 516 12.2 970 11.4 937 11.4

Environmental solutions 473 478 891 944

Less: intercompany (15) (16) (28) (33)

Environmental solutions, net 458 10.3 462 10.9 863 10.1 911 11.1

Other:

Recycling processing and commodity sales

122 2.7 114 2.7 234 2.7 222 2.7

Other non-core 109 2.5 100 2.4 213 2.5 200 2.4

Total other 231 5.2 214 5.1 447 5.2 422 5.1

Total revenue $ 4,430 100.0 % $ 4,235 100.0 % $ 8,544 100.0 % $ 8,244 100.0 %

The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Average yield 3.4 % 4.1 % 3.4 % 4.3 %

Fuel recovery fees 1.8 (0.3) 1.0 (0.4)

Total price

5.2 3.8 4.4 3.9

Volume (1.6) 0.2 (1.2) (0.5)

Change in workdays — — — (0.2)

Recycling processing and commodity sales 0.1 — — 0.1

Environmental solutions (0.2) (0.9) (0.7) (0.3)

Total internal growth 3.5 3.1 2.5 3.0

Acquisitions / divestitures, net 1.1 1.5 1.1 1.2

Total 4.6 % 4.6 % 3.6 % 4.2 %

Core price 5.3 % 5.7 % 5.5 % 5.9 %

Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage. Core price is defined as price increases to our customers and fees, excluding fuel recovery fees, net of price decreases to retain customers. We also measure changes in core price, average yield and volume as a percentage of related-business revenue, defined as total revenue excluding recycled commodities, fuel recovery fees and environmental solutions revenue, to determine the effectiveness of our pricing and organic growth strategies. The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

As a % of Related Business As a % of Related Business

Core price 6.4 % 7.0 % 6.6 % 7.2 %

Average yield 4.0 % 5.0 % 4.1 % 5.2 %

Volume (1.9) % 0.2 % (1.5) % (0.6) %

The following table reflects changes in average yield and volume, as a percentage of related business revenue by line of business, for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Yield Volume Yield Volume Yield Volume Yield Volume

Collection:

Residential 4.4 % (4.3) % 5.1 % (3.2) % 4.5 % (4.7) % 5.3 % (3.1) %

Small-container 5.0 % (0.2) % 6.0 % (0.9) % 4.8 % (0.3) % 6.1 % (1.1) %

Large-container 3.8 % (2.2) % 5.5 % (3.4) % 4.2 % (2.4) % 5.6 % (3.3) %

Landfill:

Municipal solid waste 5.6 % 1.1 % 5.5 % (2.1) % 5.3 % 1.2 % 6.1 % (2.8) %

Construction and demolition waste 3.3 % (37.4) % 3.9 % 47.3 % 4.0 % (29.9) % 4.0 % 30.9 %

Special waste — % (0.3) % — % 22.4 % — % 4.3 % — % 14.5 %

COST OF OPERATIONS

The following table summarizes the major components of our cost of operations for the three and six months ended June 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Labor and related benefits $ 864 19.5 % $ 844 19.9 % $ 1,695 19.8 % $ 1,662 20.2 %

Transfer and disposal costs 285 6.4 279 6.6 542 6.3 533 6.5

Maintenance and repairs 381 8.6 379 9.0 742 8.7 738 8.9

Transportation and subcontract costs

333 7.5 302 7.1 626 7.3 594 7.2

Fuel 171 3.9 116 2.7 295 3.5 230 2.8

Disposal fees and taxes

95 2.2 96 2.3 179 2.1 179 2.2

Landfill operating costs 107 2.4 104 2.5 199 2.3 193 2.3

Risk management 102 2.3 109 2.6 206 2.4 213 2.6

Other 225 5.1 220 5.2 445 5.3 421 5.1

Total cost of operations $ 2,563 57.9 % $ 2,449 57.9 % $ 4,929 57.7 % $ 4,763 57.8 %

These cost categories may change from time to time and may not be comparable to similarly titled categories used by other companies. As such, you should take care when comparing our cost of operations by cost component to that of other companies and of ours for prior periods.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes our selling, general and administrative expenses for the three and six months ended June 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Salaries and related benefits $ 292 6.6 % $ 280 6.6 % $ 593 7.0 % $ 573 6.9 %

Provision for doubtful accounts 15 0.3 8 0.2 27 0.3 18 0.2

Other 137 3.1 137 3.2 250 2.9 261 3.2

Total selling, general and administrative expenses $ 444 10.0 % $ 425 10.0 % $ 870 10.2 % $ 852 10.3 %

These cost categories may change from time to time and may not be comparable to similarly titled categories used by other companies. As such, you should take care when comparing our selling, general and administrative expenses by cost component to those of other companies and of ours for prior periods.

PERFORMANCE METRICS AND RECONCILIATIONS OF CERTAIN NON-GAAP MEASURES

The following tables calculate EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA and adjusted EBITDA margin by business type, adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, adjusted diluted earnings per share, and adjusted free cash flow, which are not measures determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP), for the three and six months ended June 30, 2026 and 2025. Our definitions of the foregoing non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table calculates adjusted EBITDA and adjusted EBITDA margin for the three and six months ended June 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income attributable to Republic Services, Inc. and net income margin $ 566 12.8 % $ 550 13.0 % $ 1,092 12.8 % $ 1,045 12.7 %

Provision for income taxes 133 170 263 340

Other income, net (5) (4) (31) (15)

Interest income (2) (2) (5) (4)

Interest expense 151 145 302 285

Depreciation, depletion and amortization 488 463 949 897

Accretion 30 28 60 57

EBITDA and EBITDA margin $ 1,361 30.7 % $ 1,350 31.9 % $ 2,630 30.8 % $ 2,605 31.6 %

Loss from unconsolidated equity method investments 58 2 110 14

Restructuring charges 4 6 6 9

(Gain) loss on business divestitures and impairments, net — 3 (1) 1

Total adjustments 62 11 115 24

Adjusted EBITDA and adjusted EBITDA margin $ 1,423 32.1 % $ 1,361 32.1 % $ 2,745 32.1 % $ 2,629 31.9 %

Adjusted EBITDA and Adjusted EBITDA Margin by Business Type

The following table summarizes revenue, adjusted EBITDA and adjusted EBITDA margin by business type for the three and six months ended June 30, 2026 and 2025 (in millions of dollars and adjusted EBITDA margin as a percentage of revenue):

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

Recycling & Waste

Environmental Solutions(b)

Total Recycling & Waste

Environmental Solutions(b)

Total

Revenue

$ 3,972 $ 458 $ 4,430 $ 3,773 $ 462 $ 4,235

Adjusted EBITDA(a)

$ 1,330 $ 93 $ 1,423 $ 1,248 $ 113 $ 1,361

Adjusted EBITDA Margin 33.5 % 20.2 % 32.1 % 33.1 % 24.4 % 32.1 %

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Recycling & Waste

Environmental Solutions(b)

Total Recycling & Waste Environmental Solutions Total

Revenue

$ 7,681 $ 863 $ 8,544 $ 7,333 $ 911 $ 8,244

Adjusted EBITDA(a)

$ 2,574 $ 171 $ 2,745 $ 2,423 $ 206 $ 2,629

Adjusted EBITDA Margin 33.5 % 19.7 % 32.1 % 33.0 % 22.6 % 31.9 %

(a) Certain corporate expenses, including selling, general and administrative expenses, and National Accounts revenue are allocated to the two business types.

(b) Adjusted EBITDA Margin does not calculate due to rounding.

The amounts shown for Recycling & Waste represent the sum of our Group 1 and Group 2 reportable segments, and Environmental Solutions represents our Group 3 reportable segment.

Adjusted Diluted Earnings Per Share

The following table calculates adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, and adjusted diluted earnings per share for the three and six months ended June 30, 2026 and 2025 (in millions of dollars except per share data):

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

Diluted Diluted

Net Earnings Net Earnings

Pre-tax Tax Income - per Pre-tax Tax Income - per

Income

Impact(1)

Republic Share Income

Impact(1)

Republic Share

As reported $ 699 $ 133 $ 566 $ 1.84 $ 720 $ 170 $ 550 $ 1.75

Restructuring charges 4 1 3 0.01 6 2 4 0.01

Loss on business divestitures and impairments, net — — — — 3 1 2 0.01

Total adjustments 4 1 3 0.01 9 3 6 0.02

As adjusted $ 703 $ 134 $ 569 $ 1.85 $ 729 $ 173 $ 556 $ 1.77

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Diluted Diluted

Net Earnings Net Earnings

Pre-tax Tax Income - per Pre-tax Tax Income - per

Income

Impact(1)

Republic Share Income

Impact(1)

Republic Share

As reported $ 1,355 $ 263 $ 1,092 $ 3.54 $ 1,385 $ 340 $ 1,045 $ 3.33

Restructuring charges 6 2 4 0.01 9 2 7 0.03

(Gain) loss on business divestitures and impairments, net(2)

(1) — (1) — 1 — 1 —

Total adjustments 5 2 3 0.01 10 2 8 0.03

As adjusted $ 1,360 $ 265 $ 1,095 $ 3.55 $ 1,395 $ 342 $ 1,053 $ 3.36

(1) The income tax effect related to our adjustments includes both current and deferred income tax impact and is individually calculated based on the statutory rates applicable to each adjustment.

(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the six months ended June 30, 2026 and 2025.

We believe that presenting EBITDA and EBITDA margin is useful to investors because they provide important information concerning our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDA margin demonstrate our ability to execute our financial strategy, which includes reinvesting in existing capital assets to ensure a high level of customer service, investing in capital assets to facilitate growth in our customer base and services provided, maintaining our investment grade credit ratings and minimizing debt, paying cash dividends, repurchasing our common stock, and maintaining and improving our market position through business optimization. Although depreciation, depletion, amortization and accretion are considered operating costs in accordance with U.S. GAAP, they represent the allocation of non-cash costs generally associated with long-lived assets acquired or constructed in prior years.

We believe that presenting adjusted EBITDA and adjusted EBITDA margin, adjusted EBITDA margin by business type, adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, and adjusted diluted earnings per share provide an understanding of operational activities before the financial impact of certain items. We use these measures, and believe investors will find them helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods.

Restructuring charges. During the three and six months ended June 30, 2026, we incurred restructuring charges of $4 million and $6 million, respectively, and during the three and six months ended June 30, 2025, we incurred restructuring charges of $6 million and $9 million, respectively. The charges in these periods related primarily to the design and implementation of our new accounts receivable system.

(Gain) loss on business divestitures and impairments, net. During the six months ended June 30, 2026, we recorded a net gain on business divestitures and impairments of $1 million. During the three and six months ended June 30, 2025, we recorded a loss on business divestitures and impairments of $3 million and $1 million, respectively.

Adjusted Free Cash Flow

The following table calculates our adjusted free cash flow, which is not a measure determined in accordance with U.S. GAAP, for the six months ended June 30, 2026 and 2025 (in millions of dollars):

Six Months Ended June 30,

2026 2025

Cash provided by operating activities $ 2,380 $ 2,134

Property and equipment received (809) (727)

Proceeds from sales of property and equipment 7 8

Restructuring payments, net of tax 5 5

Adjusted free cash flow $ 1,583 $ 1,420

We believe that presenting adjusted free cash flow provides useful information regarding our recurring cash provided by operating activities after certain expenditures or recoveries. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary payments because it excludes certain payments that are required or to which we have committed, such as debt service requirements and dividend payments.

Purchases of property and equipment as reflected on our consolidated statements of cash flows represent amounts paid during the period for such expenditures. A reconciliation of property and equipment expenditures reflected on our consolidated statements of cash flows to property and equipment received during the period follows for the six months ended June 30, 2026 and 2025 (in millions of dollars):

Six Months Ended June 30,

2026 2025

Purchases of property and equipment per the unaudited consolidated statements of cash flows

$ 868 $ 866

Adjustments for property and equipment received in a different period

(59) (139)

Property and equipment received during the period $ 809 $ 727

The adjustments noted above do not affect our net change in cash, cash equivalents, restricted cash and restricted cash equivalents as reflected in our consolidated statements of cash flows.

ACCOUNTS RECEIVABLE

As of June 30, 2026 and December 31, 2025, accounts receivable were $2,029 million and $1,897 million, net of allowance for doubtful accounts of $59 million and $66 million, respectively, resulting in days sales outstanding of 41.7, or 31.8 days net of deferred revenue, compared to 41.8, or 30.8 days net of deferred revenue, respectively.

CASH DIVIDENDS

In April 2026, we paid a cash dividend of $192 million to shareholders of record as of April 2, 2026. As of June 30, 2026, we recorded a quarterly dividend payable of $191 million to shareholders of record at the close of business on July 2, 2026, which was paid on July 15, 2026.

SHARE REPURCHASE PROGRAM

During the three months ended June 30, 2026, we repurchased 1.6 million shares of our common stock for $337 million at a weighted average cost per share of $206.70. As of June 30, 2026, the remaining authorized purchase capacity under our October 2023 repurchase program was approximately $1.0 billion.

RECONCILIATION OF FULL-YEAR 2026 FINANCIAL GUIDANCE

Adjusted EBITDA

The following is a summary of our anticipated adjusted EBITDA, which is not a measure determined in accordance with U.S. GAAP, for the year ending December 31, 2026 (in millions of dollars):

(Anticipated)

Year Ending December 31, 2026

Net income attributable to Republic Services, Inc. $ 2,210 - 2,220

Provision for income taxes 530 - 535

Other income, net (30)

Interest expense, net 605

Depreciation, depletion, amortization and accretion 2,000 - 2,010

Loss from unconsolidated equity method investments 190

Restructuring charges 20

Adjusted EBITDA $ 5,525 - 5,550

We believe that presenting adjusted EBITDA provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted EBITDA may not be comparable to similarly titled measures presented by other companies.

Adjusted Diluted Earnings per Share

The following is a summary of anticipated adjusted diluted earnings per share, which is not a measure determined in accordance with U.S. GAAP, for the year ending December 31, 2026:

(Anticipated)

Year Ending December 31, 2026

Diluted earnings per share $ 7.18 - 7.23

Restructuring charges 0.05

Adjusted diluted earnings per share $ 7.23 - 7.28

We believe that presenting adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be

expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.

Adjusted Free Cash Flow

Our anticipated adjusted free cash flow, which is not a measure determined in accordance with U.S. GAAP, for the year ending December 31, 2026, is calculated as follows (in millions of dollars):

(Anticipated)

Year Ending December 31, 2026

Cash provided by operating activities $ 4,485 - 4,560

Property and equipment received (1,970) - (2,010)

Proceeds from sales of property and equipment 10

Restructuring payments, net of tax 15

Adjusted free cash flow $ 2,540 - 2,575

Our financial guidance is based on current economic conditions and does not assume any significant changes in the overall economy for the remainder of 2026.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking information about us that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “guidance,” “expect,” “will,” “may,” “anticipate,” “plan,” “estimate,” “project,” “intend,” “should,” “can,” “likely,” “could,” “outlook” and similar expressions are intended to identify forward-looking statements. These statements include information about our plans, strategies, and expectations of future financial performance and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may not prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the impacts of the overall global economy and changing interest rates, impacts from international trade restrictions and tariffs, our ability to effectively integrate and manage companies we acquire, and to realize the anticipated benefits of any such acquisitions, the impact of prolonged work stoppages or other labor disruptions, the amount of the financial contribution of our sustainability initiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States and Canada, as well as our dependence on large, long-term collection, transfer and disposal contracts. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025, particularly under Part I, Item 1A – Risk Factors. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business. We undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

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