Republic Services 8-K 2026-06-22

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): June 22, 2026

Republic Services, Inc.

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

TABLE OF CONTENTS

On June 22, 2026, Republic Services, Inc. (the “Company”) agreed to sell $700,000,000 aggregate principal amount of its 4.750% notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of its 5.000% notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated June 22, 2026 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about June 26, 2026, subject to customary closing conditions.

Each series of Notes will be issued pursuant to that certain Indenture, dated November 25, 2009 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Seventeenth Supplemental Indenture, to be dated on or about June 26, 2026, between the Company and the Trustee (the “Seventeenth Supplemental Indenture”). The offer and sale of the Notes was registered under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 (No. 333-286741).

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The form of Seventeenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of 2031 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K. The form of 2036 Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K. In connection with the issuance of the Notes, the opinion of Covington & Burling LLP with respect to the validity of the Notes is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

(d) Exhibits

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.