Casella Waste Systems Inc-A 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2025Or☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromtoCommission file number000-23211____________________________________________________ CASELLA WASTE SYSTEMS,INC. (Exact name of registrant as specified in its charter)____________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by checkmark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☒Acceleratedfiler☐Emerging growthcompanyNon-accelerated filer☐Smallerreportingcompany☐ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Act.☐ Indicate by check mark whether the registrant has filed a report and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☒Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒The aggregate market value of the common equity held by non-affiliates of the registrant, based on the last reported sale price of the registrant’s ClassA common stock on the Nasdaq Stock Market at the close of business on June30, 2025 was approximately $7.2billion. The registrant does not have any non-voting common stockoutstanding.There were 62,526,567 shares of ClassA common stock, $0.01 par value per share, of the registrant outstanding at January31, 2026. There were 988,200 shares of ClassB common stock, $0.01 par value per share, of the registrant outstanding at January31, 2026.Documents Incorporated by Reference Part III of this Annual Report on Form 10-K incorporates by reference information from the definitive Proxy Statement for the registrant’s 2026 Annual Meeting ofStockholders or a Form10-K/A to be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31,2025. CASELLA WASTE SYSTEMS,INC.ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PARTI.ITEM1.BUSINESS3ITEM1A.RISK FACTORS20ITEM1B.UNRESOLVED STAFF COMMENTS28ITEM1C.CYBERSECURITY29ITEM2.PROPERTIES29ITEM3.LEGAL PROCEEDINGS30ITEM4.MINE SAFETY DISCLOSURES30PARTII.ITEM5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES31ITEM6.[RESERVED]32ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS32ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK54ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA56ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE106ITEM9A.CONTROLS AND PROCEDURES107ITEM9B.OTHER INFORMATION107ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS107PARTIII.ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE108ITEM11.EXECUTIVE COMPENSATION108ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS108ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORI