Waste Management (WM) 10-K risk factor changes: FY2025 vs FY2024

Our business, financial condition and results of operations are subject to numerous risks and [removed: uncertainties.][added: uncertainties, some of which are not presently known or not currently believed to be material.]

You should carefully consider the following risk factors in conjunction with [removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in] Item [removed: 7 and our “Financial Statements and Supplementary Data” in Item 8.][added: 7.]

| | ● | A key element of our strategy is yield management through focus on price leadership, which has presented challenges to keep existing business and win new business at reasonable returns. [removed: The loss of volumes as a result of price increases and our] [added: Our] unwillingness to pursue lower margin volumes may negatively affect our cash flows or results of operations. [removed: Additionally, we have in the past and may in the future face purported class action lawsuits related to our customer service agreements, prices, surcharges and other mandated fees.] |

| | ● | We may not be able to maintain cost savings achieved, including through our automation and optimization [added: or acquisition integration] efforts, due to inflationary cost pressures or otherwise. |

| | ● | Execution of our [added: growth] strategy, including [removed: growth through acquisitions, such as our recent Stericycle acquisition, and our planned] [added: acquisitions] and [removed: ongoing] expansion of [removed: our Recycling Processing and Sales and WM Renewable Energy segments,] [added: operations,] has caused, and may in the [removed: future, cause] [added: future cause,] us to incur substantial additional indebtedness, which may divert capital away from our traditional business operations and other financial [removed: plans, and may introduce additional risks and volatility to our financial performance.] [added: plans.] |

| | ● | Acquisitions, investments and/or new service offerings or lines of business may not increase our earnings [added: to the extent or] in the timeframe anticipated, or at all, due to [added: complexities or] difficulties operating in new markets or providing new service offerings or lines of business, failure of technologies to perform as expected, failure to [removed: operate] [added: achieve targeted revenue growth or market expansion, inability to manage costs] within budget, integration issues, or regulatory issues and compliance costs, among others, and we may experience issues successfully integrating acquisitions into our internal controls, operations, and/or accounting systems. |

| | ● | Integration of acquisitions and/or new services offerings or lines of business, such as our [removed: expansion into medical waste, controlled substances waste and secure information destruction services,] [added: Healthcare Solutions segment,] and additional expansion [removed: into markets] outside of North [removed: America has and would result] [added: America, results] in our business being subject to new [removed: laws and regulatory regimes, resulting in] [added: regulations,] greater exposure to risk of inadvertent noncompliance and additional compliance costs. |

In addition to the risks set forth above, implementation of our business strategy could be affected by other factors beyond our control, such as increased competition, legal developments, government regulation, global geopolitical instability, general economic conditions, [removed: including slower growth or recession,] increased operating costs [removed: or expenses, inflation, subcontractor costs] and [removed: availability and] changes in industry trends.

[removed: Even if we are able to implement some or all of the initiatives] [added: Implementation] of our [removed: business] strategy [removed: successfully, our operating results] may not improve [added: our operating results] to the extent we anticipate, or at all.

We may not realize the strategic [removed: benefits] [added: benefits, revenue] and [added: earnings growth, or] cost synergies anticipated from the Stericycle acquisition.

The acquired Stericycle business, which is now presented as our [removed: new WM] Healthcare Solutions segment, is subject to numerous risks and uncertainties [removed: that could cause performance to be materially different than we anticipate;] such [removed: factors include, but are not limited to,] [added: as] decreases in the volume of medical waste and controlled substances wastes or personal and confidential information collected from customers; disruptions resulting from deployment of [added: operational or technological] systems, including with respect to [removed: the implementation of Stericycle’s] [added: Healthcare Solution’s] enterprise resource planning [added: (“ERP”)] system and [added: related] billing and collection [removed: delays that Stericycle has experienced following the launch] [added: issues and delays; customer loss resulting from frustration due to billing or service issues; delayed revenue growth from planned pricing increases due to factors including customer retention, stabilization] of [removed: such system upgrade;] [added: customer data engagement systems and processes, and more prolonged development of market and customer-specific insights than initially planned;] changing market conditions in the healthcare industry; competition and demand for services for the medical waste, controlled substances waste and secure information destruction industries; commodity price volatility; changes in regulation of the collection, transportation, treatment and disposal or destruction of medical waste and controlled substances waste or the proper handling and protection of personal and confidential information; the level of government enforcement of regulations governing medical waste and controlled substances waste collection and treatment or the proper handling and protection of personal and confidential information; and the outcome of pending, future or settled litigation or investigations.

[removed: Should the Stericycle business be] [added: If we are] unsuccessful in achieving financial and operational targets and implementing the [removed: WM] Healthcare Solutions business strategy, it could negatively impact our realization of benefits from the acquisition, as well as our stock price and our future business and financial results.

The acquisition of Stericycle may not result in realization of the benefits and cost synergies that we currently expect, and we cannot guarantee that these benefits and cost synergies will be achieved within anticipated time [removed: frames or at all.][added: frames.]

Additionally, we [added: have, and] may [added: continue to,] incur substantial expenses in connection with the integration of the Stericycle business, which may exceed expectations and offset certain benefits.

Many complex laws, rules, orders and interpretations govern environmental protection, health, safety, land use, zoning, transportation, ethical business conduct, [added: data privacy and security, and other related and similar subjects.]

Among other things, governmental regulations and enforcement actions restrict our operations at times and may adversely affect our financial condition, results of operations and cash flows by imposing [added: limitations or other] conditions [removed: such as:][added: on constructing or expanding facilities; collection and disposal pricing and volume; transportation of out-of-state waste and management and processing of certain waste streams.]

Similar issues can also result in a significant increase in operating costs; for example, developments in recent years related to management of [removed: per-and] [added: per- and] polyfluoroalkyl substances (“PFAS”) have increased our landfill operating costs.

Regulations establishing extended producer responsibility (“EPR”) are being considered or implemented in many places around the world, including in certain states in the U.S. and provinces [added: and territories] in Canada.

[removed: Following our acquisition of Stericycle, we] [added: We] are [added: also] subject to additional laws and regulations in the U.S. and internationally concerning transportation, management and disposal or destruction of medical waste streams, including regulations that govern the definition, generation, segregation, handling, packaging, transportation, treatment, storage and disposal or destruction of medical waste and controlled substances waste, along with extensive recordkeeping and documentation requirements.

[removed: Additionally, Stericycle’s] [added: Our] secure information destruction services are subject to additional laws and regulations regarding proper handling and protection of personal and confidential information.

[removed: Stericycle is,] [added: At the time of our acquisition of Stericycle, it was,] and [removed: has] [added: had] been, involved in [added: certain] government investigations, enforcement proceedings, [removed: private] lawsuits and other disputes alleging noncompliance with applicable regulations, including alleged noncompliance with the Controlled Substances Act and other statutes involving its now-divested Domestic Environmental Solutions [removed: business of collecting, transporting,] [added: business, which collected, transported] and [removed: destroying] [added: destroyed] controlled substances from retail customers.

[removed: With the acquisition] [added: Resolution] of [removed: Stericycle,] these matters may result in adverse consequences, including permit revocations or denials and civil, criminal and administrative penalties.

The [removed: new] [added: current] U.S. presidential administration has [removed: called for] [added: implemented] substantial changes to [removed: areas of] foreign trade policy and [removed: has] [added: is] generally [removed: appeared to be] in favor of reducing regulation, including environmental regulation.

Significant [removed: new] restrictions and tariffs on foreign trade [removed: could] have a negative impact on our recycling export business and our cross-border commerce, particularly with Canada, [added: decrease paper mills’ demand for recycled corrugated cardboard used in packaging] and [removed: could] increase the cost of certain equipment and other materials used in our operations that we procure from outside the U.S., including our trucks and certain equipment used to implement our sustainability growth strategy.

It is likely that some policies adopted by [removed: the new] [added: this] administration will benefit us and others will negatively affect us.

The [removed: Stericycle] [added: Healthcare Solutions] business requires handling of medical waste and controlled substances [removed: waste.][added: waste and operates incineration facilities.]

Incidents such as truck accidents, damaged or leaking containers, improper storage of medical waste and controlled substances waste, placement of prohibited materials into the waste stream, or malfunctioning plant [added: or incineration] equipment could result in exposure to contaminated or infectious waste or other hazardous materials.

[removed: While we seek to minimize our exposure to such risks through comprehensive training, compliance and response and recovery programs, as well as vehicle and equipment maintenance programs, if] [added: If] we were to incur substantial liabilities in excess of any applicable insurance, our business, results of operations and financial condition could be adversely affected.

[removed: Additionally,] a major operational failure, even if suffered by a competitor, may bring enhanced scrutiny and regulation of our industry, with a corresponding increase in operating expense.

[added: Our ability] to receive permits is also impacted by land scarcity, particularly in densely populated areas.

[removed: Governments] [added: Certain governmental bodies] are [removed: increasingly] [added: in various stages of] adopting [added: or considering the adoption of] requirements for environmental justice reviews as part of certain permitting decisions.

These policies generally require permitting agencies to give heightened attention to [removed: the] [added: a project’s] potential [removed: for projects] to disproportionately impact low-income and minority [removed: communities.][added: communities and to proactively plan for community engagement.]

If we are unable to attract, [removed: hire or] [added: hire, develop and] retain key team members and a high-quality workforce, [removed: or if our succession planning does not develop an adequate pipeline of future leaders,] [added: and comply with applicable employment regulations,] it could [removed: disrupt our business, jeopardize our strategic priorities and] result in [added: business and strategic disruption and] increased costs, negatively impacting our results of operations.

[removed: This] [added: Our operations require us to attract, hire, develop and retain a high-quality workforce; this] includes key individuals in leadership and specialty roles, as well as a very large number of [added: skilled] drivers, technicians and other front-line and back-office team members necessary to provide our environmental services.

We experience significant competition to hire and retain [removed: individuals for] certain front-line positions, such as commercial truck [removed: drivers, from within and outside our industry.][added: drivers.]

[removed: (Also see] [added: See] Item [removed: 1A.][added: 1.]

[removed: Risk Factors — Market] [added: Market] disruption, including labor shortages, external strikes, [removed: and] supply chain [removed: constraints,] [added: constraints] and [added: major external events, and] macroeconomic pressures, including inflation, have recently had, and may in the future have, an adverse impact on our business and results of [removed: operations.) Additionally, the market for employees that serve on our digital team is highly competitive.][added: operations.]

If we are not able to attract, hire, develop and retain a high-quality workforce with the necessary skills and expertise, [removed: as well as key leaders, or] if we experience significant employee turnover, [added: or if we fail to comply with applicable employment regulations,] it can result in business and strategic disruption, increased costs, and loss of institutional knowledge, which could negatively impact our results of operations.

Increases in our labor costs as a result of [removed: labor] unions organizing, [added: Multiemployer Pension Plan withdrawals,] changes in regulations related to labor unions or increases in [removed: employee] minimum wages, could adversely affect our future results.

Additional groups of employees may seek union representation in the future, and, if successful, would enhance organized labor’s leverage to obtain higher than expected wage and benefits costs and resist [removed: the introduction of new technology and other initiatives, which can result in increased operating expenses and lower net income.]

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ and Item 8.

_Financial Statements and Supplementary Data_.

| | ● | Expansion of our Recycling Processing and Sales and Renewable Energy segments may introduce additional compliance and regulatory risks and additional volatility to our financial performance. |

At the same time, concerns over price and

affordability have led some jurisdictions to scale back previously enacted EPR requirements, and certain programs have faced lawsuits and potential constitutional review, creating uncertainty for long-term planning.

Conversely, changes in program requirements or deregulatory rulings in jurisdictions where we have adapted to meet customer demand could affect our operations, financial condition or results of operations.

The impact and timing of these shifts in regulatory policy impacting our industry and our Company remain uncertain, as many are subject to ongoing litigation and agency review.

Additionally,

Additionally, the market for employees that serve on our digital team and support our investments in our technology-led automation and optimization strategy is highly competitive.

Labor shortages, as we have experienced in the past, could result in increased costs due to wage adjustments, overtime hours, training costs and inability to service customers.

As an employer of over 60,000 individuals throughout the U.S. and Canada, as well as Western Europe and India, we are subject to numerous employment related regulations, including federal and state wage and hour laws and rapidly changing laws related to employment eligibility.

the introduction of new technology and other initiatives, which can result in increased operating expenses and lower net income.

Margins on weather-related and other event-driven projects may not be consistent with our ordinary course business.

We may not be able to meet such goals or implement such initiatives in the manner or on timelines contemplated due to

Timing and achievement of the results and benefits anticipated from these investments may be impacted by the numerous risks and uncertainties including financial and operating performance; availability of technology and financing; compliance with regulations; inability to develop, obtain or scale necessary equipment; technology and innovations; challenges arising from the availability or cost of materials and infrastructure; difficulty obtaining regulatory approvals or permits; commodity price fluctuation and general economic conditions.

Favorable expectations regarding potential investment tax credits or other benefits stemming from the IRA and the OBBBA may not materialize or could fail to meet expectations.

We have also forecasted or projected certain operational and financial information with respect to our sustainability investments and initiatives.

_Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – Climate and Sustainability_ for more information.

​

Major external events, like pandemics or widespread social restrictions, could also have an adverse impact on our volumes, costs and operations.

The decline in market prices in 2025 for recyclable commodities resulted in a year-over-year decrease in revenue of $166 million, and

Our Renewable Energy segment generates and sells credits referred to as RINs.

the number and variety of services requested by customers.

While sustainability remains a priority for many customers, we have observed a shift in prioritization by some companies with respect to sustainability objectives, including a decreased willingness to pay premium prices for recycled materials or enhanced sustainability solutions, which impacts demand for, and viability of, some of our offerings.

Regardless of any offsetting surcharge programs, increased operating costs

​

The

One recent focus area involves the use of phone, text and email information for sales, marketing and other business purposes.

While the previous rules under the RFS program reflected the outsized role of biogas under the program and delivered reforms benefiting the solid waste sector, the current administration has retroactively lowered 2024 blending volumes, proposed reductions for 2025, set low targets for 2026–2027 and begun to grant small refinery exemptions from RFS program requirements.

_Business – Regulation –_

Further changes could impact future growth investments in our Renewable Energy segment.

In addition to the following risks, there may be additional risks and uncertainties that adversely affect our business, performance, or financial condition in the future that are not presently known or are not currently believed to be material.

| --- | --- | --- |

| | ● | We may not be able to hire or retain the personnel necessary to manage our strategy effectively. |

| | ● | Strategic decisions with respect to our asset portfolio may result in impairments to our assets. |

| | ● | Supply chain, regulatory or permitting disruptions or delays could detrimentally impact the execution timeline for our planned and ongoing expansions of our Recycling Processing and Sales and WM Renewable Energy businesses. |

| | ● | We continue to seek to divest underperforming and non-strategic assets and operations if we cannot improve their profitability. We may not be able to successfully divest underperforming and non-strategic assets and operations, which could result in asset impairments or the continued operation of low-margin businesses. |

We may decide to alter or discontinue certain aspects of our business strategy at any time.

The benefits we expect to receive from the acquisition of Stericycle depend on the performance of the Stericycle business and its ability to achieve financial and operational targets and strategic goals.

There is a significant degree of difficulty and management attention inherent in the process of integrating an acquisition of this size.

The process of integrating operations could cause business interruption and distraction.

Some members of our management may be required to devote considerable time to this integration process, which will decrease the time they will have to manage our Company, service existing customers, attract new customers and develop new products or strategies.

If management is not able to effectively manage the integration process, including retention of key Stericycle personnel, or if any significant business activities are interrupted as a result of the integration process, our business, financial condition and results of operations could suffer.

data privacy and security, and other related and similar subjects.

| | ● | limitations on siting and constructing new waste disposal, destruction, transfer, recycling or processing facilities or on expanding existing facilities; |

| | ● | limitations, regulations or levies on collection and disposal prices, rates and volumes; |

| | ● | limitations, bans, taxes or charges on the disposal, destruction or transportation of out-of-state waste or certain categories of waste; |

| | ● | mandates regarding the management of solid waste, organics, medical waste, controlled substances waste and other materials, including requirements to recycle, divert, destroy, or otherwise process certain waste, recycling and other streams; or |

| | ● | limitations or restrictions on the recycling, processing or transformation of waste, recycling and other streams. |

Federal and state governments have increased their focus on efforts to safeguard communities from the potentially harmful effects associated with PFAS.

We do not know what impact the change in U.S. presidential administration will have on specific regulatory policies impacting our industry and our Company, especially given the number of rules currently in litigation, nor can we predict the timing of any such changes.

Our ability

Our operations require us to attract, hire, develop and retain a high-quality workforce to provide a superior customer experience.

As we have accelerated our investments in our technology-led automation and optimization strategy, it is increasingly important that we are able to attract and retain employees with the skills and expertise necessary to implement and manage these projects.

We make significant investments, and engage in internal succession planning, to provide us with a robust pipeline of future leaders.

While weather-related and other event-driven projects can boost revenues through additional

work for a limited time, due to significant start-up costs and other factors, such revenue can generate earnings at comparatively lower margins.

Damage to our reputation and the value of our brand would negatively impact our business.

Adverse publicity, whether or not justified, relating to activities by our operations, employees or agents, or challenges to our assertions of social and environmental responsibility, could tarnish our reputation and reduce the value of our brand.

Risk Factors — Focus on, and regulation of, sustainability performance and disclosure can result in increased costs, risk of noncompliance, damage to our reputation and related adverse effects).

Our ability to successfully execute this strategy may be impacted by the numerous risks and uncertainties associated with our business and the environmental services industry, including financial and operating performance, availability of technology and financing, changes in regulation, commodity price fluctuation and general economic conditions.

Some or all of the expected benefits of our sustainability-related investments and initiatives may not occur within the anticipated time periods or may cost more to achieve than anticipated.

An inability to develop, obtain, or scale necessary equipment, technology and innovations, and challenges arising from the availability or cost of materials and infrastructure or regulatory approvals or permitting requirements associated with our sustainability investments and initiatives, could impede our ability to execute on our plans and achieve our goals or realize our expected financial performance from these investments.

Actions we take to achieve these goals and implement our sustainability growth strategy and initiatives, including development and implementation of enhanced technology and reporting systems, will require increased capital expenditures and management focus, which may divert investment and management focus away from other aspects of our business operations.

We have also forecasted or projected certain operational and financial information with respect to our sustainability investments and initiatives, and many of these statements are based on expectations and assumptions that are necessarily uncertain and are subject to risks and uncertainties that could cause actual results to be materially different from our forecasts and projections.

_Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – Climate and Sustainability_ for information about California’s Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, the SEC’s climate-related disclosure rule, which is currently stayed pending judicial review, as well as potential international reporting obligations, including the Corporate Sustainability Reporting Directive.

Such inconsistency could further increase costs and divert management time and attention.

We are aware that non-governmental organizations and other private actors have filed lawsuits against companies under various securities and consumer protection laws

alleging that certain sustainability-related statements, goals or standards were misleading, false or otherwise deceptive.

Market disruption resulting from labor shortages, external labor disputes and strikes (such as the recent port strike) and supply chain and transportation constraints, and macroeconomic pressures, including inflation and rising interest rates, have recently had, and may in the future have, an adverse impact our results and can create risk and uncertainty in financial outlook.

Supply chain activity has largely normalized, but disruption can reduce availability of certain assets used in our business.

This section includes a discussion of our results of operations for the [removed: three years] [added: year] ended December 31, [removed: 2024.][added: 2025.]

These risks and uncertainties include, but are not limited to, those described in Part I, [removed: “Item] [added: Item] 1A.

_Risk [removed: Factors_”] [added: Factors_] and elsewhere in this report and may also be described from time to time in our future reports filed with the U.S. Securities and Exchange Commission (“SEC”).

Through our [removed: subsidiaries, including our] Waste Management Renewable Energy [removed: (“WM Renewable] [added: (“Renewable] Energy”) segment, we are also a leading developer, operator and owner of landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity and renewable natural [removed: gas,] [added: gas (“RNG”),] which is a significant source of fuel that we allocate to our natural gas fleet.

Additionally, [added: through our Recycling Processing and Sales segment,] we are a leading recycler in the U.S. and Canada, handling materials that include paper, cardboard, glass, plastic and metal.

The acquisition [removed: expands] [added: expanded] our offerings in the U.S., Canada and parts of Western Europe.

The post-closing operating results of Stericycle have been included in our Consolidated Financial [removed: Statements, as a new reportable segment referred to as WM] [added: Statements within our] Healthcare [removed: Solutions.][added: Solutions segment.]

For the year ended December 31, 2024, we incurred [removed: approximately $160 million of] acquisition and integration related [removed: costs,] [added: costs of $160 million,] which [removed: are] [added: were] primarily classified as [removed: “Selling,] [added: selling,] general and administrative [removed: expenses.” Refer] [added: expenses.Refer] to Note 19 for more information on the performance of our [removed: WM] Healthcare Solutions segment.

Our senior management evaluates, oversees and manages the financial performance of our business through five reportable segments, referred to as (i) Collection and Disposal - East Tier (“East Tier”); (ii) Collection and Disposal - West Tier (“West Tier”); (iii) Recycling Processing and Sales; (iv) [removed: WM] Renewable Energy and (v) [removed: WM] Healthcare Solutions.

Our East and West [removed: Tiers] [added: Tiers,] along with certain ancillary services (“Other Ancillary”) that are not managed through our Tier [removed: segments,] [added: segments] but that support our collection and disposal operations, form our “Collection and Disposal” businesses.

Our Collection and Disposal businesses provide integrated environmental services, including collection, [removed: transfer, disposal] [added: transfer] and [removed: resource recovery services.][added: disposal.]

Our West Tier primarily includes geographic areas located in the [removed: Western] [added: Western, Southern and Central] U.S., including the upper Midwest region, and British Columbia, Canada.

Our Collection and Disposal businesses’ operating revenues are primarily generated from fees charged for our collection, [removed: transfer, disposal] [added: transfer] and [removed: resource recovery services.][added: disposal.]

Revenues from our landfill operations consist of tipping fees, which are generally based on the type and weight or volume of waste [removed: being disposed] [added: deposited, considering our cost] of [added: loading, transporting and disposing of the solid waste] at [removed: our] [added: a] disposal [removed: facilities.][added: site.]

Included within our Collection and Disposal businesses are landfills having (i) [removed: 20] [added: 19] third-party power generating facilities converting our landfill gas to fuel electricity generators; (ii) [removed: 16] [added: 17] third-party [removed: renewable natural gas (“RNG”)] [added: RNG] facilities processing landfill gas to be sold to natural gas suppliers and (iii) [removed: six] [added: nine] third-party projects delivering our landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.

In return for providing our landfill gas, we receive royalties from each facility, including the benefit of a 15% royalty from our [removed: WM] Renewable Energy segment based on net operating revenue generated through the sale of RNG, renewable identification numbers (“RINs”), electricity and capacity, Renewable Energy Credits (“RECs”) and related environmental attributes from the [removed: 84] [added: 86] landfill beneficial use renewable energy projects owned by [removed: WM] Renewable Energy on our active landfills, which is eliminated in consolidation.

Our Recycling Processing and Sales segment excludes the collection of recycled materials [added: from our residential, commercial, and industrial customers which is included within our Collection and Disposal businesses.]

[removed: WM Renewable] [added: Renewable] Energy

Our [removed: WM] Renewable Energy segment develops, operates and promotes projects for the beneficial use of landfill gas.

[removed: WM] Renewable Energy converts landfill gas into several sources of renewable energy [removed: to be sold] which include RNG, electricity and capacity, heat and/or steam.

[removed: WM] Renewable Energy also generates [removed: and sells] (i) RINs under the Renewable Fuel Standard (“RFS”) program; (ii) other credits under a variety of state programs associated with the use of RNG in our compressed natural gas fleet and (iii) RECs associated with the production of electricity.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 102] [added: 103] landfill gas beneficial use projects producing commercial quantities of methane gas at owned or operated landfills.

For [removed: 65] [added: 62] of these projects, the processed gas is used to fuel electricity generators.

For [removed: 23] [added: 24] of these projects, the gas is used at the landfill or delivered by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.

For [removed: 11] [added: 17] of these projects, the landfill gas is processed to pipeline quality RNG and then sold to natural gas suppliers.

Additionally, three [removed: of these] projects are on third-party landfills.

[removed: WM] Renewable Energy is charged a 15% royalty on net operating revenue from these facilities residing on our active and closed landfills from our Collection and Disposal and Corporate and Other businesses, which is eliminated in consolidation.

Additionally, [removed: WM] Renewable Energy operates and maintains [removed: seven] [added: six] third-party landfill beneficial gas use projects in return for service revenue.

Our Collection and Disposal and Corporate and Other businesses benefit from these projects as well as [removed: 52] [added: 54] additional third-party landfill beneficial gas use projects in the form of royalties.

[removed: WM Healthcare] [added: Healthcare] Solutions

Our [removed: WM] Healthcare Solutions segment includes (i) [removed: Regulated Waste and Compliance Services (“RWCS”)] [added: RWCS] which provide compliance programs and collection, processing, and disposal of regulated and specialized waste, including medical, pharmaceutical and hazardous waste and (ii) [removed: Secure Information Destruction (“SID”)] [added: SID] services, which provide for the collection of personal and confidential information for secure destruction and recycling of sorted office paper.

While the [removed: WM] Healthcare Solutions businesses manage large volumes of waste and other materials, the average volume per customer site is relatively small.

Under the contract terms, the [removed: WM] Healthcare Solutions businesses receive fees based on a monthly, quarterly or annual rate and/or fees based on contractual rates depending upon measures including the [removed: volume, weight, and] type [added: and volume or weight] of waste.

[removed: Our WM] [added: As of December 31, 2025, our] Healthcare Solutions segment operates out of approximately [removed: 361] [added: 307] leased and owned facilities worldwide with [removed: 69] [added: 51] autoclaves or other alternative medical waste treatment facilities, [removed: 18] [added: 17] medical waste incinerator facilities, [removed: 107] [added: 99] SID processing facilities and [removed: 167] [added: 140] transfer stations.

[removed: Also included within our Corporate and Other businesses closed sites are (i) six third-party power] generating facilities converting our landfill gas to fuel electricity generators; (ii) two third-party projects delivering our landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes and (iii) two third-party RNG facilities processing landfill gas to be sold to natural gas suppliers in return for a royalty.

Additionally, Corporate and Other benefits from a 15% royalty from our [removed: WM] Renewable Energy segment based on net operating revenue generated through the sale of RNG, RINs, electricity and capacity, RECs and related environmental attributes from the [removed: 15] [added: 17] landfill beneficial use renewable energy projects owned by [removed: WM] Renewable Energy on our closed sites, which is eliminated in consolidation.

[removed: Included in the] [added: The] fees we charge for our services [removed: is] [added: generally include applicable fees, such as] our energy [removed: surcharge and other charges that] [added: surcharge, which] are intended to pass through [removed: costs] to [removed: customers.][added: customers for direct and indirect costs incurred.]

Consistent with our Company’s long-standing commitment to sustainability and environmental stewardship, we have published our [removed: 2024] [added: 2025] Sustainability Report, providing details on our sustainability-related performance and outlining progress towards our 2030 sustainability goals.

The Sustainability Report conveys the strong linkage between the Company’s sustainability goals and our growth strategy, inclusive of the [removed: planned and ongoing] expansion of the Company’s Recycling Processing and Sales and [removed: WM] Renewable Energy segments.

[added: Volume changes] can fluctuate significantly by line of business and volume changes in higher margin businesses can impact key financial metrics.

For further discussion regarding our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to Part II, Item 7.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ in our Annual Report on [Form 10-K for the fiscal year ended December 31, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/823768/000155837025001132/wm-20241231x10k.htm#Item7ManagementsDiscussion_595297).

Following our 2024 acquisition of Stericycle, Inc. (“Stericycle”), our Healthcare Solutions segment provides regulated waste and compliance services (“RWCS”) and secure information destruction (“SID”) services in the U.S., Canada and Western Europe that protect people and brands, promote health and well-being and safeguard the environment.

For the year ended December 31, 2025, we incurred acquisition and integration related costs of $120 million, comprised of $89 million of selling, general and administrative costs and $31 million of restructuring costs.

The revenues from these facilities are primarily generated through (i) the sale of captured and converted landfill methane gas; (ii) the sale of RINs under the RFS program implemented by the EPA; (iii) sale of Low Carbon Fuel credits designed to stimulate the use of low-carbon fuels and (iv) the sale of energy (electricity and capacity) and associated RECs.

Also included within our Corporate and Other businesses closed sites are (i) five third-party power

During 2025, we

experienced decreases in market prices for recycled commodities when compared to prior year caused by a number of factors, including the closure of domestic paper mills, a decrease in demand for recycled content by certain consumer goods producers, focused reduction in cardboard packaging and overall market conditions.

We remain committed to our investment in recycling automation, which reduces costs and increases throughput, positioning us to overcome commodity price headwinds and deliver a differentiated service.

As part of the ongoing integration of Stericycle, which constitutes our Healthcare Solutions segment, we achieved synergies by reducing costs of duplicative business processes, established a performance management approach aimed at accountability and continued to improve customer engagement, billing and collection processes to deliver cash flow.

| | ● | Revenues of $25,204 million for 2025 compared with $22,063 million in 2024, an increase of $3,141 million, or 14.2%. The increase was primarily due to (i) our recent acquisitions, particularly Stericycle; (ii) higher yield in our Collection and Disposal businesses and (iii) higher volumes primarily in our landfill, renewable energy and recycling businesses. The increase was partially offset by lower residential collection volumes and a reduction in single-stream and brokerage recycled commodity prices; |

| | ● | Operating expenses of $15,012 million in 2025, or 59.6% of revenues, compared with $13,383 million, or 60.7% of revenues, in 2024. The $1,629 million increase in operating expense compared to prior year related primarily to (i) our recent acquisitions, particularly Stericycle; (ii) incremental costs attributable to RNG facilities brought on line during 2025; (iii) increased landfill volumes and (iv) a decrease in the gains on sale of non-strategic assets. These increases were offset by (i) lower residential volumes; (ii) decreased costs of goods sold due to lower recycling commodity prices and (iii) continued efficiency and cost control in our Collection and Disposal business. Despite the increase in operating expenses, we significantly reduced our operating expenses as a percentage of revenue when compared to prior year through efficiency gains, improved employee turnover, momentum in truck deliveries, the benefit of customer price increases and higher margin special waste volumes; |

| | ● | Selling, general and administrative expenses of $2,722 million in 2025, or 10.8% of revenues, compared with $2,264 million, or 10.3% of revenues, in 2024. The $458 million increase was primarily due to our recent acquisitions, particularly Stericycle, including consulting and technology costs incurred to support Stericycle’s integration; |

| | ● | Income from operations of $4,308 million, or 17.1% of revenues, in 2025 compared with $4,063 million, or 18.4% of revenues, in 2024. The $245 million increase in the current year earnings was primarily due to (i) growth in our Collection and Disposal businesses; (ii) non-recurring transaction costs incurred in the prior year in connection with our Stericycle acquisition and (iii) higher volumes in our Renewable Energy business due to the completion of projects that increase the beneficial use of landfill gas sold to third parties. This growth was |

| | | partially offset by an impairment charge in our Recycling Processing and Sales business and higher depreciation and amortization costs and integration related expenses arising from our Stericycle acquisition; |

| 2025 | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Commercial | | $ | 5,630 | ​ | $ | 890 | ​ | $ | 6,520 |

| Industrial | ​ | | 3,106 | ​ | ​ | 883 | ​ | | 3,989 |

| Residential | ​ | ​ | 3,510 | ​ | ​ | 87 | ​ | ​ | 3,597 |

| Other collection | ​ | | 3,175 | ​ | | 288 | ​ | | 3,463 |

| Total collection | ​ | | 15,421 | ​ | | 2,148 | ​ | | 17,569 |

| Landfill | ​ | ​ | 3,781 | ​ | ​ | 1,566 | ​ | ​ | 5,347 |

| Transfer | ​ | ​ | 1,502 | ​ | ​ | 1,127 | ​ | ​ | 2,629 |

| Total Collection and Disposal | ​ | | 20,704 | ​ | | 4,841 | ​ | | 25,545 |

| Renewable Energy | ​ | | 478 | ​ | | 3 | ​ | | 481 |

| Healthcare Solutions(b) | ​ | ​ | 2,508 | ​ | ​ | 443 | ​ | ​ | 2,951 |

| Total | ​ | $ | 25,204 | ​ | $ | 5,691 | ​ | $ | 30,895 |

| Total | ​ | $ | 22,063 | ​ | $ | 4,874 | ​ | $ | 26,937 |

| (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 our 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 years ended December 31, 2025 and 2024 activity were made to properly reflect intra-segment activity for both periods. Intra-segment operating revenues within Healthcare Solutions for the years ended December 31, 2025 and 2024 are $425 million and $58 million, respectively. |

| ​ | ​ | ​ | ​ | ​ | As a % of | ​ | ​ | ​ | ​ | ​ | As a % of | |

| Total average yield (d) | ​ | | ​ | ​ | ​ | ​ | ​ | $ | 608 | ​ | 2.8 | % |

| Volume (e) | ​ | | ​ | ​ | ​ | ​ | ​ | | 206 | ​ | 0.9 | ​ |

| Internal revenue growth | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 820 | ​ | 3.7 | ​ |

| Acquisitions | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,365 | ​ | 10.7 | ​ |

| Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 3,141 | ​ | 14.2 | % |

| (f) | The amounts reported herein represent the change in our revenues attributable to our Healthcare Solutions business in the period following the anniversary of the acquisition. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | As a % of | ​ |

| Commercial | ​ | ​ | $ | 290 | ​ | 5.1 | % |

from our residential, commercial, and industrial customers which is included within our Collection and Disposal businesses.

The revenues from these facilities are primarily generated through the sale of RNG, RINs, electricity and capacity, heat and/or steam, RECs and related environmental attributes.

RWCS are provided to customers in the U.S., Canada, Ireland and the United Kingdom (“U.K.”).

SID services are provided to customers in the U.S., Belgium, Canada, France, Germany, Ireland, Luxembourg, the Netherlands and the U.K.

Our WM Healthcare Solutions customers are primarily in the following industries: enterprise healthcare (i.e., hospitals, health systems, and national and corporate healthcare), practices and care providers (i.e., physician offices, surgery centers, veterinary clinics, nursing and long-term care facilities, dental clinics, clinics and urgent care, dialysis centers, and home health organizations), and pharmacy labs and research centers.

Our WM Healthcare Solutions businesses also provide services to airports and seaports, education institutions, funeral homes and crematories, government and military, banks and professional services, and other businesses.

As of December 31, 2024, our WM Healthcare Solutions businesses include a global fleet of approximately 6,100 routed trucks, tractors, collection vans and small duty vehicles.

Included within our WM Healthcare Solutions segment are 35 locations that are classified as held for sale as of December 31, 2024.

Volume changes

Additionally, in 2022, we implemented a new general ledger accounting system, complementary finance enterprise resource planning system and a human capital management system, which will continue to drive operational and service excellence by empowering our people through a modern, simplified and connected employee experience.

While recycling commodity prices have recovered in 2024 from the low levels experienced in 2023, commodity prices are still below levels seen at the beginning of 2022.

We invested approximately $8 billion, with $7.5 billion funded in cash and $0.5 billion as the assumption of debt, on acquisitions in 2024, including having completed our acquisition of Stericycle in early November.

We remain diligent in offering competitive and differentiated services that meet the needs of our customers, and we are focused on driving operating efficiencies and reducing discretionary spend.

We also continue to make investments in automation and optimization to enhance our operational efficiency and improve labor productivity for all lines of business.

This strategic focus, combined with strong operational execution, resulted in increased revenue, income from operations and income from operations margin in 2024 when compared to the prior year.

During 2024, the Company allocated $3,231 million of available cash to capital expenditures.

We also allocated $1,472 million of available cash to our shareholders during 2024 through dividends and common stock repurchases.

| | ● | Revenues of $22,063 million for 2024 compared with $20,426 million in 2023, an increase of $1,637 million, or 8.0%. The increase is primarily attributable to (i) higher yield in our Collection and Disposal businesses; (ii) acquisitions, net of divestitures; (iii) increases in commodity prices in our Recycling and Sales and WM Renewable Energy segments and (iv) increased volumes. These increases were partially offset by a decrease in revenue from our energy surcharge program as a result of a decline in the price of fuel, particularly diesel; |

| | ● | Operating expenses of $13,383 million in 2024, or 60.7% of revenues, compared with $12,606 million, or 61.7% of revenues, in 2023. As a percentage of revenue, operating expenses improved significantly compared to the prior year as revenue growth from price, efficiency gains, improved employee retention and momentum in truck deliveries offset the impacts of inflationary increases in wages and other expenses. The increase in total operating expenses from prior year related primarily to (i) acquisitions; (ii) inflationary pressure on wages and expenses; (iii) higher recycling customer rebates resulting from an approximate 50% increase in single-stream recycling commodity prices; (iv) volume growth within our WMSBS business which relies more extensively on subcontracted hauling and services than our Collection and Disposal businesses; (v) increases in landfill operating costs, particularly for higher leachate costs due to wet weather and (vi) higher risk management spend, due in part, to increases in certain large loss claims reserves. These increases were partially offset by lower diesel fuel prices and an increase in gains on the sale of non-strategic assets in 2024 as compared with the prior year; |

| | ● | Selling, general and administrative expenses of $2,264 million in 2024, or 10.3% of revenues, compared with $1,926 million, or 9.4% of revenues, in 2023. The $338 million increase was primarily due to (i) costs incurred in connection with the acquisition and integration of Stericycle of which a significant portion were transaction and integration costs that are not expected to recur; (ii) increased labor costs from higher annual and long-term incentive compensation costs and annual wage increases and (iii) increased professional fees to support strategic initiatives. Partially offsetting these increases was a decline in litigation costs; |

| | ● | Income from operations of $4,063 million, or 18.4% of revenues, in 2024 compared with $3,575 million, or 17.5% of revenues, in 2023. The increase in the current year earnings was primarily driven by (i) revenue growth and improved performance within our Collection and Disposal businesses; (ii) impairments incurred in 2023 and (iii) higher RIN quantities generated and sold at higher market values in the current year; |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | ​ | $ | 22,063 | ​ | $ | 4,816 | ​ | $ | 26,879 |

| 2023 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Commercial | | $ | 5,109 | ​ | $ | 692 | ​ | $ | 5,801 |

| Industrial | ​ | | 3,083 | ​ | ​ | 753 | ​ | | 3,836 |

| Residential | ​ | ​ | 3,378 | ​ | ​ | 96 | ​ | ​ | 3,474 |

| Other collection | ​ | | 2,786 | ​ | | 220 | ​ | | 3,006 |

| Total collection | ​ | | 14,356 | ​ | | 1,761 | ​ | | 16,117 |

| Landfill | ​ | ​ | 3,252 | ​ | ​ | 1,479 | ​ | ​ | 4,731 |

| Transfer | ​ | ​ | 1,257 | ​ | ​ | 1,036 | ​ | ​ | 2,293 |

| WM Renewable Energy | ​ | | 273 | ​ | | 3 | ​ | | 276 |

| Total | ​ | $ | 20,426 | ​ | $ | 4,613 | ​ | $ | 25,039 |

| 2022 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Commercial | | $ | 4,860 | ​ | $ | 590 | ​ | $ | 5,450 |

| Industrial | ​ | | 3,025 | ​ | ​ | 656 | ​ | | 3,681 |

| Residential | ​ | ​ | 3,264 | ​ | ​ | 75 | ​ | ​ | 3,339 |

| Other collection | ​ | | 2,466 | ​ | | 217 | ​ | | 2,683 |

| Total collection | ​ | | 13,615 | ​ | | 1,538 | ​ | | 15,153 |

As of December 31, [removed: 2024,] [added: 2025] our outstanding derivatives were immaterial.

As of December 31, [added: 2025 and] 2024, we had [removed: $24.1] [added: $22.9] billion [added: and $24.1 billion, respectively,] of long-term debt, excluding the impacts of accounting for debt issuance costs, discounts and fair value adjustments attributable to terminated interest rate derivatives.

[removed: We] [added: As of December 31, 2025, we] have [removed: $2.7] [added: $2.9] billion of debt that is exposed to changes in market interest rates within the next 12 [removed: months] [added: months, compared to $2.7 million as of December 31, 2024,] comprised primarily of (i) [removed: $1.3] [added: $1.1] billion of short-term borrowings under our commercial paper program and (ii) [removed: $1.4] [added: $1.8] billion of tax-exempt bonds with term interest rate periods that expire within the next 12 months.

We currently estimate that a 100-basis point increase in the interest rates of our outstanding variable-rate debt obligations would increase our [removed: 2024] [added: 2025] interest expense by [removed: $19] [added: $35] million.

An instantaneous, 100-basis point increase in interest rates across all maturities attributable to these instruments would have decreased the fair value of our debt by approximately [removed: $1.3] [added: $0.8] billion as of December 31, [removed: 2024.][added: 2025.]

_Commodity Price Exposure —_ In the normal course of our business, we are subject to operating agreements that expose us to market risks arising from changes in the prices for commodities such as diesel fuel, [added: natural gas,] electricity (and related renewable energy credits) and recycled materials, including old corrugated cardboard and plastics.

Recycling revenues attributable to yield [removed: increased $245] [added: decreased $166] million and [removed: decreased $308] [added: increased $245] million in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, as compared [removed: with the] [added: to] prior year periods.

Average market prices for single-stream recycled commodities were [added: down 20% and] up 50% [removed: and down 40%] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, as compared to [removed: the] prior year periods.

In recent years, we have discussed our sustainability growth strategy that includes significant planned and ongoing investments in our [removed: WM] Renewable Energy segment.

The primary drivers of renewable fuel development at our landfills are tax policies, such as [removed: the] federal tax credits for [added: investments in] RNG [removed: production and renewable electricity generation] under the [removed: IRA,] [added: IRA] and [added: OBBBA, and] federal and state incentive programs, such as the federal [removed: Renewable Fuel Standard (“RFS”)] [added: RFS] program, [removed: California] [added: California’s] Low Carbon Fuel [removed: Standard and similar state programs that promote the production and use of renewable transportation fuels.]

At the federal level, oil refiners and importers are required through the RFS program to blend specified volumes of various categories of renewable transportation fuels with gasoline or buy credits, referred to as [removed: Renewable Identification Numbers (“RINs”),] [added: RINs,] from renewable fuel producers.

The value of the RINs is set through a market established by the RFS program, which market has historically been [removed: very] volatile.

Revenue in our [removed: WM] Renewable Energy segment attributable to yield increased [removed: $26] [added: $11] million and [removed: decreased $73] [added: $26] million in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, as compared to [removed: the] prior year periods, primarily driven by the fluctuations in energy and RIN market prices.

During 2025, we experienced decreases in market prices for recycled commodities when compared to prior year caused by a number of factors, including the closure of domestic paper mills, a decrease in demand for recycled content by certain consumer goods producers, focused reduction in cardboard packaging and overall market conditions.

Standard and similar state programs that promote the production and use of renewable transportation fuels.

The current U.S. presidential administration, meanwhile, revisited and retroactively lowered the 2024 blending volumes, has proposed to revisit and lower the 2025 standards, has proposed low volumes for compliance years 2026 and 2027 and departed from the previous administration in granting small refinery exemptions from RFS program requirements.

We do not yet know how these changes may impact the demand for renewable fuels and the value of RINs.

A similar program has been adopted in Canada under the Clean Fuel Regulations.

While recycling commodity prices have recovered in 2024 from the low levels experienced in 2023, commodity values are still below prices seen at the beginning of 2022.

However, we cannot be certain that these changes, or the outcome of pending litigation challenging various aspects of the rule, will ultimately reduce volatility in the RINs market or that future rulemakings will be similarly favorable to our business.

The new U.S. presidential administration could seek to reduce existing renewable fuel targets in a new rulemaking or otherwise set reduced targets for renewable fuels under the RFS program in future rulemakings.

Moreover, consistent with its prior approach, the new administration may also increase the frequency with which it grants small refinery exemptions from RFS program requirements.

While we cannot predict what actions the new administration may take with respect to the RFS program, any changes to existing or future renewable fuel targets or more frequent approval of requests for small refinery exemptions could have a significant negative impact on demand for renewable fuels and the value of RINs.

Through our [removed: subsidiaries, including our] Waste Management Renewable Energy [removed: (“WM Renewable] [added: (“Renewable] Energy”) segment, we are also a leading developer, operator and owner of landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity and renewable natural [removed: gas,] [added: gas (“RNG”),] which is a significant source of fuel that we allocate to our natural gas fleet.

During [removed: 2024,] [added: 2025,] our largest customer represented less than 5% of annual revenues.

[removed: These businesses provide Regulated Waste] [added: Following our 2024 acquisition of Stericycle, Inc. (“Stericycle”), our Healthcare Solutions segment provides regulated waste] and [removed: Compliance Services] [added: compliance services] (“RWCS”) and [removed: Secure Information Destruction] [added: secure information destruction] (“SID”) services [added: in the U.S., Canada and Western Europe] that protect people and brands, promote health and well-being and safeguard the environment.

We own or operate [removed: 262] [added: 257] landfill sites, which is the largest network of landfills throughout the U.S. and Canada.

In order to make disposal more practical for larger urban markets, where the distance to landfills is typically farther, we manage [removed: 339] [added: 342] transfer stations, excluding those acquired from Stericycle, that consolidate, compact and transport waste efficiently and economically.

We have enabled a people-first, technology-led focus to drive our mission to maximize resource value, while minimizing environmental [added: impact, and sustainability and environmental stewardship is embedded in all that we do.]

[removed: Simultaneously, we believe that investing in] automation to improve processes and drive operational efficiency combined with a focus on the cost to serve our customers will yield an attractive profit margin and enhanced service quality.

We are furthering our strategy of focused differentiation and continuous improvement beyond our traditional waste operations through our sustainability growth strategy that includes significant [removed: planned] investments in our [removed: WM] Renewable Energy and Recycling Processing and Sales segments, while increasing automation and reducing labor dependency.

Furthermore, we [removed: are also evaluating] [added: continue to evaluate] and [removed: pursuing] [added: plan to pursue] emerging diversion technologies that may generate additional value.

In December [removed: 2024,] [added: 2025,] we announced that our Board of Directors expects to increase the quarterly dividend from [removed: $0.75 to] $0.825 [added: to $0.945] per share for dividends declared in [removed: 2025,] [added: 2026,] which is a [removed: 10%] [added: 14.5%] increase from the quarterly dividends we declared in [removed: 2024.][added: 2025.]

This is an indication of our ability to generate strong and consistent cash flows and marks the [removed: 22nd] [added: 23rd] consecutive year of dividend increases.

Our senior management evaluates, oversees and manages the financial performance of our business through five reportable segments, referred to as (i) Collection and Disposal - East Tier (“East Tier”); (ii) Collection and Disposal - West Tier (“West Tier”); (iii) Recycling Processing and [removed: Sales,] [added: Sales;] (iv) [removed: WM] Renewable Energy and (v) [removed: WM] Healthcare Solutions.

Our East and West [removed: Tiers] [added: Tiers,] along with certain ancillary services (“Other Ancillary”) that are not managed through our Tier [removed: segments,] [added: segments] but that support our collection and disposal operations, form our “Collection and Disposal” businesses.

Our West Tier primarily includes geographic areas located in the [removed: Western] [added: Western, Southern and Central] U.S., including the upper Midwest [removed: region] [added: region,] and British Columbia, Canada.

Collection involves picking up and transporting waste and [removed: recyclable] [added: recyclable, construction and demolition, and organic] materials from where it was generated to a transfer station, recycling facility or disposal site.

| | ● | For commercial and industrial collection services, typically we have three-year service agreements. The fees under the agreements are influenced by factors such as collection frequency, type of collection equipment we furnish, type and volume or weight of the waste collected, distance to the disposal facility, labor costs, [added: fuel costs, truck types,] cost of disposal and general market factors. As part of the service, we provide steel containers to most customers to store their solid waste between pick-up dates. Containers vary in size and type according to the needs of our customers and the restrictions of their communities. Many are designed to be lifted mechanically and either emptied into a truck’s compaction hopper or directly [removed: into] [added: delivered to] a disposal site. By using these containers, we can service most of our commercial and industrial customers with trucks operated by only one employee. |

| | ● | For most residential collection services, we have a contract with, or a franchise granted by, a municipality, homeowners’ association or some other regional authority that gives us the exclusive right to service all or a portion of the homes in an area. These contracts or franchises are typically for periods of three to ten years and typically mirror [removed: maximum] terms as allowed by statutes by state. We also provide services under individual monthly subscriptions directly to households. The fees for residential collection are either paid by the municipality or authority from their tax revenues or service charges, or are paid directly by the residents receiving the service. The Company is generally phasing out traditional manual systems and moving to further automate residential collection services. Benefits of automation include enhanced worker safety, [added: containerization of waste,] improved service delivery to the customer and an overall reduction in the cost to provide services. |

As of December 31, [removed: 2024,] [added: 2025,] we owned or operated [removed: 257] [added: 253] solid waste landfills and [removed: five secure] [added: four] hazardous waste landfills, which represents the largest network of landfills throughout the U.S. and Canada.

As of December 31, [removed: 2024,] [added: 2025,] we owned or controlled the management of [removed: 239] [added: 244] sites with remedial activities that are in closure or have received a certification of closure from the applicable regulatory agency.

A landfill must meet federal, state [removed: or] [added: and/or] provincial and local regulations during its design, construction, operation and closure.

[removed: Generally, these treatments involve the separation or] removal of solid materials from liquids and chemical treatments that transform waste into inert materials that are no longer hazardous.

Our hazardous waste landfills are sited, constructed and operated in a manner designed to provide long-term [added: containment of waste.]

Included within our Collection and Disposal businesses are landfills having (i) [removed: 20] [added: 19] third-party power generating facilities converting our landfill gas to fuel electricity generators; (ii) [removed: 16] [added: 17] third-party [removed: renewable natural gas (“RNG”)] [added: RNG] facilities processing landfill gas to be sold to natural gas suppliers and (iii) [removed: six] [added: nine] third-party projects delivering our landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.

In return for providing our landfill gas, we receive royalties from each facility, including the benefit of a 15% royalty from our [removed: WM] Renewable Energy segment based on net operating revenue generated through the sale of RNG, renewable identification numbers (“RINs”), electricity and capacity, Renewable Energy Credits (“RECs”) and related environmental attributes from the [removed: 84] [added: 86] landfill beneficial use renewable energy projects owned by [removed: WM] Renewable Energy on our active landfills, which is eliminated in consolidation.

_Transfer._ As of December 31, [removed: 2024,] [added: 2025,] we owned or operated [removed: 339] [added: 342] transfer stations in the U.S. and Canada.

The solid waste is then consolidated and compacted to reduce the volume and increase the density of the waste and transported by transfer [removed: trucks or by] [added: trucks,] rail [added: or barge] to disposal sites.

It enables us to manage costs associated with waste disposal because (i) transfer trucks, [removed: railcars or] [added: railcars,] rail containers [added: or barge containers] have larger capacities than collection trucks, allowing us to deliver more waste to the disposal facility in each trip; (ii) waste is accumulated and compacted at transfer stations that are strategically located to increase the efficiency of our network of operations and (iii) we can retain the volume by managing the transfer of the waste to one of our own disposal sites.

These solutions include (i) Sustainability Services, where our employees provide full-service waste management solutions and advisory services, working full-time onsite at our customers’ facilities or through remote-managed programs (this service is managed through our SES business but reflected principally in our collection line of business); (ii) remediation and construction services; (iii) management and marketing of fly ash, which is residue generated from the combustion of coal to generate [removed: electricity;] [added: electricity] and (iv) industrial waste services, which uses thermal and mechanical separation technologies to minimize waste volumes and recover commodities at the point of generation.

The breadth of these service offerings, combined with our large and expanding network of technology-enabled infrastructure in recycling, organics and renewable energy give us the ability to help customers reduce the amount of waste they generate, identify recycling [removed: opportunities and determine efficient and environmentally friendly means for waste collection and disposal.]

Several states have [removed: recently] passed minimum-recycled-content mandates, and [removed: many] companies are responding to requirements for recycled content from their own customers and to meet sustainability targets.

We were the first major solid waste company to focus on residential single-stream recycling, which allows customers to mix clean bottles, cans, [removed: paper] [added: paper, cups, tubs] and cardboard in one bin.

In [removed: 2023] [added: 2025] and 2024, we opened eight and three new recycling facilities, respectively, within the U.S. and Canada equipped with advanced recycling technology.

As of December 31, [removed: 2024,] [added: 2025,] we operated [removed: 105] [added: 113] recycling facilities, of which [removed: 45] [added: 51] are single stream, where cardboard, paper, glass, metals, plastics, construction and demolition materials and other recycling commodities are recovered for resale or redirected for other purposes.

As of December 31, [removed: 2024,] [added: 2025,] we operated 49 organics recycling facilities and also partner with third-party processors.

In our materials processing business, we have been transitioning our customer base over time from the traditional rebate model, where we paid suppliers for the inbound material, to a fee-for-service model that ensures the cost of processing the recyclable materials is covered along with an acceptable [removed: margin.]

With our current fee-for-service model, the pricing for these recyclable materials can either be a charge or “tip fee” when commodity pricing does not cover our cost to process the recyclable materials or a “rebate” when commodity pricing is higher than our processing costs and we are able to share this benefit with the customers generating recyclable [added: materials.]

[removed: WM Renewable] [added: Renewable] Energy

We develop, operate and promote projects for the beneficial use of landfill gas through our [removed: WM] Renewable Energy segment.

The methane component of the landfill gas is a readily [removed: available,] [added: available] renewable energy source that can be gathered and used beneficially as an alternative to fossil fuel.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 102] [added: 103] landfill gas beneficial use projects producing commercial quantities of methane gas at owned or operated landfills.

Additionally, through our Recycling Processing and Sales segment, we are a leading recycler in the U.S. and Canada, handling materials that include paper, cardboard, glass, plastic and metal.

Simultaneously, we believe that investing in

In addition, we intend to continue to return value to our stockholders through dividend payments and share repurchases.

Additionally, given the substantial progress already made on leverage reduction following the Stericycle acquisition, we resumed share repurchases in February 2026.

Our Board of Directors approved up to $3.0 billion in future share repurchases, exclusive of fees, commissions and taxes.

This new authorization supersedes and replaces the remaining authority under the prior Board of Directors’ authorization for share repurchases announced in December 2023.

Under this new authorization, we currently expect to repurchase approximately $2.0 billion of shares during 2026, while continuing to prioritize a return to our targeted leverage level during the year.

The amount of future share repurchases executed under our Board of Directors’ authorization is determined in management’s discretion, based on various factors, including our leverage level, net earnings, financial condition and cash required for future business plans, growth and acquisitions.

Generally, these treatments involve the separation or

opportunities and determine efficient and environmentally friendly means for waste collection and disposal.

margin.

The revenues from both WM owned and third-party owned facilities are primarily generated through (i) the sale of captured and converted landfill methane gas; (ii) the sale of RINs under the Renewable Fuel Standard (“RFS”) program implemented by the EPA; (iii) sale of Low Carbon Fuel credits designed to stimulate the use of low-carbon fuels and (iv) the sale of energy (electricity and capacity) and associated RECs.

Additionally, we generate and sell credits in Canadian and European markets through the Clean Fuels Regulations and the International Sustainability and Carbon Certification System, respectively.

As of December 31, 2025, we operated 99 secure information destruction facilities in the U.S., Canada and Western Europe.

Our TRIR as of December 31, 2025 was 3.14, approximately a 3% improvement from 2024.

While our overall results in 2025 did not demonstrate significant progress toward the 2030 goal, we continue

to focus efforts on priority districts and integrating safety culture and reporting throughout operations, including through acquisition activity.

Accordingly, while acquisitions can impact metric performance related to our established goal, we are confident that our programs and processes will continue to reduce incident frequency and severity in our operations in the years ahead.

Additional information about our workforce can be found in our 2025 Sustainability Report at sustainability.wm.com.

The impact and timing of these shifts in regulatory policy impacting our industry and our Company remain uncertain, as many are subject to ongoing litigation and agency review.

Further, state and municipal governments may impose additional regulatory duties in response to such shifts in federal policy, which could lead to a patchwork of regulatory obligations across the U.S. for our industry and our Company.

| | | if a landfill or other facility discharges wastewater through a sewage system to a publicly-owned treatment works, the facility must comply with discharge limits imposed by the treatment works. Further, before the development or expansion of a landfill can alter or affect certain “wetlands,” a permit may have to be obtained providing for mitigation or replacement wetlands. The Clean Water Act provides for civil, criminal and administrative penalties for violations of its provisions. |

In September 2025, the EPA announced a proposed rule to significantly revise the Greenhouse Gas Reporting Program.

The proposal would eliminate reporting requirements for numerous source categories, including landfills.

This uncertainty regarding the status of the federal reporting program could result in increased state-level GHG reporting requirements.

Demand and willingness to pay premium prices for recycled materials or enhanced sustainability solutions can fluctuate based on economic conditions, consumer preferences and trends.

progress towards our 2030 sustainability goals.

Additionally, regulation, tariffs, international trade policies or other initiatives, including extended producer responsibility regulations, minimum recycled

At the same time, concerns regarding price and affordability have led some jurisdictions to scale back previously enacted EPR requirements, creating uncertainty for long-term planning.

Lawsuits have been filed in certain jurisdictions, contesting the constitutionality of certain programs, and the U.S. Department of Justice has indicated that state EPR laws may be among those subject to constitutional review.

Deregulatory rulings or changes in program requirements in jurisdictions where we have adapted to meet customer demand may impact our operations, financial condition or result of operations.

EPR implementation also involves new operational requirements and information-sharing obligations that affect how recycling programs are managed.

Compliance with EPR laws often requires us to provide detailed operational data to state agencies, producer responsibility organizations and their consultants in connection with needs assessments and tracking of material recyclability.

This includes sharing information that is typically considered competitively sensitive.

Where feasible, we enter into non-disclosure agreements to safeguard such information.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA”) into law.

We have evaluated the business tax provisions in the legislation, none of which had a material impact on our effective tax rate.

However, we had a beneficial impact to cash taxes related to bonus depreciation.

California also has been active in pursuing policies promoting vehicle electrification, despite U.S. Congressional and presidential administration efforts to push back on the state’s electrification agenda.

The current U.S. presidential administration, meanwhile, revisited and retroactively lowered the 2024 blending volumes, has proposed to revisit and lower the 2025 standards, has proposed low volumes for compliance years

On November 4, 2024, we completed our acquisition of all outstanding shares of Stericycle, Inc. (“Stericycle”), the operations of which are presented in this report as our new WM Healthcare Solutions segment.

The acquisition expands our offerings in the U.S. and Canada and adds operations in parts of Western Europe.

Stericycle operates out of approximately 361 leased and owned facilities worldwide with 69 autoclaves or alternative medical waste treatment facilities, 18 medical waste incinerator facilities, 107 SID processing facilities, and 167 transfer stations.

Included within our WM Healthcare Solutions segment are 35 locations that are classified as held for sale as of December 31, 2024.

The acquisition is discussed further in Note 17 to the Consolidated Financial Statements.

impact, and sustainability and environmental stewardship is embedded in all that we do.

In addition, we intend to continue to return value to our stockholders through dividend payments and expect to resume share repurchases once the Company’s leverage returns to targeted levels, which is currently projected to be about 18 months after the November 2024 acquisition of Stericycle.

containment of waste.

materials.

The revenues from these facilities are primarily generated through the sale of RNG, RINs, electricity and capacity, heat and/or steam, RECs and related environmental attributes.

RINs and RECs prices generally respond to regulations enacted by the EPA or other regulatory bodies, as well as fluctuations in supply and demand.

customers unless it complies with our waste acceptance protocols and is properly stored or packaged in containers that we have either supplied or approved and is appropriately labeled.

Additional information about our workforce can be found in our 2024 Sustainability Report at sustainability.wm.com, which was issued prior to our acquisition of Stericycle and does not incorporate any aspects of the acquired operations.

Our TRIR as of December 31, 2024 was 3.23.

While our overall results in 2024 did not demonstrate targeted progress toward the 2030 goal, we were able to determine that the number of incidents is meaningfully improving for our core operations, though these improvements have been offset by the impacts of acquisition activity as well as a significant reduction in work hours from an improvement in driver retention and operational efficiency.

Accordingly, while there can be short-term impacts from acquisitions on measures such as TRIR, we are confident that the time and resources dedicated to

pursuing our safety commitment have us on track for continued progress in the years ahead.

Letters of credit generally are

The priorities set forth under the prior U.S. presidential administration, for example, were generally in favor of increasing regulation, while the new administration is generally anticipated to reverse course on many regulatory policies.

be in favor of reducing regulation, including environmental regulation.

We do not know what impact the change in U.S. presidential administration will have on specific regulatory policies impacting our industry and our Company, especially given the number of rules currently in litigation, nor can we predict the timing of any such changes.

| | | mitigation or replacement wetlands. The Clean Water Act provides for civil, criminal and administrative penalties for violations of its provisions. |

In addition, regulations

The EPA has indicated that methane emissions from landfills will remain a focus of its expanded National Enforcement and Compliance Initiatives through 2027 and has announced its intent to propose updated performance standards for new and existing landfills.

In March 2024, the SEC also adopted final rules that would require registrants to include certain climate-related disclosures in their registration statements and periodic reports including, but not limited to, information about our governance and management of climate-related risks and metrics pertaining to emissions data and climate-related targets and goals.

The SEC voluntarily stayed implementation of these rules indefinitely, pending judicial review of ongoing legal challenges.

Furthermore, beginning as early as 2026, we may be subject to certain reporting requirements in the European Union under the Corporate Sustainability Reporting Directive (“CSRD”), which requires in-scope companies to disclose extensive sustainability information, including risks and opportunities arising from environmental and social matters, and the impact of their business on people and the environment.

We are aware that non-governmental organizations and other private actors have filed lawsuits against companies under various securities and consumer protection laws alleging that certain sustainability-related statements, goals or standards were misleading, false or otherwise deceptive.

Additionally,

We are also making investments in end markets to support the collection and processing of some of these materials.

With increased focus on responsible management of plastics, our procurement team has taken a proactive approach to help ensure environmental sustainability goals are prioritized in managing the products we buy.

The provisions of the IRA related to alternative fuel tax credits secured approximately $60 million of annual pre-tax benefit (recorded as a reduction in our operating expense) from tax credits in 2023 and 2024.

The alternative fuel credit expired at the end of 2024 and will not provide any future benefit to the Company absent further legislative action.

With respect to the investment tax credit, we expect the cumulative benefit to be between $300 million and $400 million, a large portion of which is anticipated to be realized in 2024 through 2026.

The expected benefit from the investment tax credit for 2025 and 2026 is dependent on a number of estimates and assumptions, including the timing of project completion.

and operate natural gas fueling stations, some of which also serve the public or pre-approved third parties.

California is also at various stages of regulation that would require heavy-duty vehicle fleets to phase-in zero-emissions vehicles.

The extent to which states adopt standards similar to California’s into their own regulatory frameworks could accelerate the industry-wide adoption of electric powered vehicles.

However, we cannot be certain that these changes, or the outcome of pending litigation challenging various aspects of the rule, will ultimately reduce volatility in the RINs market or that future rulemakings will be similarly favorable to our business.

The new U.S. presidential administration could seek to reduce existing renewable fuel targets in a new rulemaking or otherwise set reduced targets for renewable fuels under the RFS program in future rulemakings.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] was approximately [removed: $85.4] [added: $92.0] billion.

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding as of February [removed: 14, 2025] [added: 5, 2026] was [removed: 402,115,439] [added: 403,335,781] (excluding treasury shares of [removed: 228,167,022).][added: 226,946,680).]

| Document | [added: ​ ​] | Incorporated as to |

| Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders | ​ | Part III |

| [Item 1.](#Item1Business_462719) | [Business](#Item1Business_462719) | [removed: 6] [added: 4] |

| [Item 1A.](#Item1ARiskFactors_689078) | [Risk Factors](#Item1ARiskFactors_689078) | [removed: 25] [added: 23] |

| [Item 1B.](#Item1BUnresolvedStaffComments_347325) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_347325) | [removed: 43] [added: 38] |

| [Item 1C.](#Item1Cybersecurity) | [Cybersecurity](#Item1Cybersecurity) | [removed: 43] [added: 38] |

| [Item 2.](#Item2Properties_696453) | [Properties](#Item2Properties_696453) | [removed: 44] [added: 39] |

| [Item 3.](#Item3LegalProceedings_313163) | [Legal Proceedings](#Item3LegalProceedings_313163) | [removed: 45] [added: 40] |

| [Item 4.](#Item4MineSafetyDisclosures_74576) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_74576) | [removed: 45] [added: 40] |

| [Item 5.](#Item5MarketforRegistrantsCommon_605372) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommon_605372) | [removed: 45] [added: 41] |

| [Item 6.](#Item6Reserved_994472) | [\[Reserved\]](#Item6Reserved_994472) | [removed: 46] [added: 42] |

| [Item 7.](#Item7ManagementsDiscussion_595297) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussion_595297) | [removed: 46] [added: 42] |

| [Item 7A.](#Item7AQuantitative_14076) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitative_14076) | [removed: 75] [added: 69] |

| [Item 8.](#Item8FinancialStatements_338840) | [Financial Statements and Supplementary Data](#Item8FinancialStatements_338840) | [removed: 78] [added: 71] |

| [Item 9.](#Item9ChangesinandDisagreements_74478) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreements_74478) | [removed: 144] [added: 134] |

| [Item 9A.](#Item9AControlsandProcedures_86084) | [Controls and Procedures](#Item9AControlsandProcedures_86084) | [removed: 144] [added: 134] |

| [Item 9B.](#Item9BOtherInformation_948347) | [Other Information](#Item9BOtherInformation_948347) | [removed: 145] [added: 135] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJuris) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJuris) | [removed: 146] [added: 136] |

| [Item 10.](#Item10DirectorsExecutive_334717) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutive_334717) | [removed: 146] [added: 136] |

| [Item 11.](#Item11ExecutiveCompensation_362877) | [Executive Compensation](#Item11ExecutiveCompensation_362877) | [removed: 147] [added: 136] |

| [Item 12.](#Item12SecurityOwnership_987251) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnership_987251) | [removed: 147] [added: 136] |

| [Item 13.](#Item13CertainRelationships_733675) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationships_733675) | [removed: 147] [added: 136] |

| [Item 14.](#Item14PrincipalAccounting_341161) | [Principal Accounting Fees and Services](#Item14PrincipalAccounting_341161) | [removed: 147] [added: 137] |

| [Item 15.](#Item15ExhibitsFinancial_136084) | [Exhibits](#Item15ExhibitsFinancial_136084) | [removed: 147] [added: 137] |

| [Item 16.](#Item_16_Form_10K_Summary) | [Form 10-K Summary](#Item_16_Form_10K_Summary) | [removed: 150] [added: 140] |

Forward-looking statements are often identified by the words, “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “target,” “plan,” “forecast,” “project,” “estimate,” “intend,” “commit,” “potential” and words of a similar nature and generally include statements regarding future results of operations, including revenues, earnings or cash flows; plans and objectives for the [removed: future;] [added: future, including share repurchases;] projections, estimates or assumptions relating to our operational or financial performance, including anticipated impacts of the Inflation Reduction Act of [removed: 2022;] [added: 2022 and the One Big Beautiful Bill Act;] projections, estimates or assumptions relating to our capital expenditures; or our opinions, views or beliefs about the effects of current or future events, circumstances or performance.

| --- | --- | --- |

| [Risk Factors Summary](#RiskFactorsSummary) | | 3 |

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those described in Part I, “Item 1A.

_Risk Factors_” of this Annual Report.

These risks include the following:

Strategy and Operational Risks

| | ● | If we fail to implement our business strategy, our financial performance and our growth could be materially and adversely affected. |

| | ● | We may not realize the strategic benefits and cost synergies anticipated from the Stericycle acquisition. |

| | ● | Our operations must comply with extensive existing regulations, and changes in regulations, including with respect to emerging contaminants, such as PFAS (as defined below), and extended producer responsibility, can restrict or alter our operations, increase our operating costs, increase our tax liabilities, reduce revenues, or require us to make additional capital expenditures. |

| | ● | Our business is subject to operational and safety risks, including the risk of injury to employees and others. |

| | ● | We may be unable to obtain or maintain required permits for our operations or expand existing permitted capacity at our landfills, due to land scarcity, public opposition or otherwise, which can require us to identify disposal alternatives, resulting in decreased revenue and increased costs. |

| | ● | If we are unable to attract, hire or retain key team members and a high-quality workforce, or if our succession planning does not develop an adequate pipeline of future leaders, it could disrupt our business, jeopardize our strategic priorities and result in increased costs, negatively impacting our results of operations. |

| | ● | Increases in our labor costs as a result of labor unions organizing, changes in regulations related to labor unions or increases in employee minimum wages, could adversely affect our future results. |

| | ● | The seasonal nature of our business, severe weather events resulting from climate change and event driven projects cause our results to fluctuate, and prior performance may not be indicative of our future results. |

| | ● | Damage to our reputation and the value of our brand would negatively impact our business. |

| | ● | We have made significant investments in an extensive natural gas truck fleet, which makes us partially dependent on the availability of natural gas and fueling infrastructure and vulnerable to natural gas prices, and requirements to transition away from our current vehicle fleet to electric powered vehicles could impair our investments and result in cost increases and significant additional capital investment. |

| | ● | We may not be able to achieve our sustainability-related goals, including reduction of our greenhouse gas emissions, or execute on our sustainability-related growth strategy and initiatives, within planned timelines or anticipated budget, which could damage our reputation and negatively impact the benefits anticipated from our investments. |

| | ● | Focus on, and regulation of, sustainability performance and disclosure can result in increased costs, risk of noncompliance, damage to our reputation and related adverse effects. |

External Economic and Industry Risks

| | ● | Market disruption, including labor shortages, external strikes, and supply chain constraints, and macroeconomic pressures, including inflation, have recently had, and may in the future have, an adverse impact on our business and results of operations. |

| | ● | The environmental services industry is highly competitive, and if we cannot successfully compete in the marketplace, our business, financial condition and operating results may be materially adversely affected. |

| | ● | Our revenues, earnings and cash flows fluctuate based on changes in commodity prices and demand and may fluctuate substantially without notice in the future. |

| | ● | Increasing customer preference for alternatives to landfill disposal and bans on certain types of waste could reduce our landfill volumes and cause our revenues and operating results to decline. |

| | ● | General economic conditions can directly and adversely affect revenues for our services and our income from operations margins. |

| | ● | Reduction in volumes of medical waste, controlled substances wastes, and personal and confidential information, and changing conditions in the healthcare industry, could adversely affect our financial results. |

| | ● | Weakness in the economy may expose us to credit risk of governmental entities and municipalities and other major customers, which could negatively impact our financial results. |

| | ● | Changes to applicable tax laws and regulation or interpretation thereof or the imposition of new or increased taxes may increase our tax liabilities and could adversely affect our operating results and cash flows. |

| | ● | Shortages in diesel fuel supply or increases in diesel fuel prices may increase our operating expenses. |

| | ● | Large-scale disruption of social and commercial activity and financial markets may have a material adverse impact on our business, financial condition, results of operations and cash flows. |

Technology and Information Security Risks

| | ● | Developments in technology could trigger a fundamental change in our industry, as waste streams are increasingly viewed as a resource, which may adversely impact volumes at our landfills and our profitability. |

| | ● | If we are not able to develop new service offerings and protect intellectual property or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer. |

| | ● | We are dependent on technology, and if our technology fails, our business would be adversely affected. |

| | ● | Inability to adapt to and manage the benefits and risks of artificial intelligence could expose us to liability or put us at a disadvantage. |

| | ● | Significant cybersecurity incidents may negatively impact our business and our relationships with customers, vendors and employees and expose us to increased liability. |

| | ● | Increasing regulatory focus on privacy and data protection issues and expanding laws could negatively impact our business, subject us to criticism and expose us to increased liability. |

Legal, Regulatory and Compliance Risks

| | ● | Our operations are subject to environmental, health and safety laws and regulations, as well as contractual obligations that may result in significant liabilities. |

| | ● | Our sustainability growth strategy includes significant planned and ongoing investments in our WM Renewable Energy segment; changes to federal and state renewable fuel policies could affect our financial performance, and such investments may not yield the results anticipated. |

Our Cybersecurity Program and our Technology Risk Program are led by our Chief Information Security Officer [removed: (“CISO”)] [added: (“CISO”),] a Certified Information Systems Security Professional with two decades of cybersecurity leadership.

The Technology Risk Oversight Committee chaired by our CISO, with members representing leadership throughout our Company, provides oversight and guidance to technology risks, including [removed: cybersecurity.][added: cybersecurity, and our policies and procedures related to our development, deployment and monitoring of artificial intelligence.]

While we have experienced cybersecurity threats and breaches targeting our information [added: and operations] technology systems and networks and those of our third-party providers, including within the last three years, these incidents have not had a material impact on our Company, including our business strategy, results of operations or financial condition.

Geopolitical conflicts and developments and technological [removed: advancements] [added: advancements, including the progression of the capabilities of artificial intelligence,] also increase the [removed: risk and] [added: risk,] likelihood [added: and precision] of cyber incidents.

As such, we must commit substantial resources to continuously monitor and further develop our networks and infrastructure to prevent, detect, and address the risk of unauthorized access, misuse, computer [removed: viruses] [added: malware] and other events.

Although we have implemented and maintain commercially reasonable security [removed: measures and] [added: measures,] safeguards, [added: policies and procedures,] including to protect against and identify potential threats, these protections and other systems designed to mitigate cybersecurity risks may not fully defend against an attack or future cybersecurity incident, which can be unpredictable in nature.

_Risk Factors_ — _Significant cybersecurity incidents [added: may] negatively impact our business and our relationships with customers, vendors and employees and expose us to increased liability_ for additional discussion.

The Audit Committee receives reports on these matters from our most senior executives in the digital organization, including [added: our Chief Information Officer and CISO, and the Company’s executive officers, at least twice a year.]

Topics historically covered in such reports, and for which our Board exercises oversight, include third-party evaluation of our technology infrastructure and information security against the NIST cybersecurity framework; management of emerging cyber threats such as merger and acquisition [removed: activity and the adoption] [added: activity; use] and governance of artificial [removed: intelligence;] [added: intelligence, including oversight of our artificial intelligence policies and procedures;] risk mitigation through the Company’s enterprise-wide cybersecurity training, including our Board of Directors, conducted at least annually; regular simulated phishing tests and third-party penetration testing; review of the Company’s cyber incident insurance coverage and external cyber incident resources; review of the Company’s Cybersecurity Incident Response Plan; review of readouts from cyber incident table top [removed: exercises;] [added: exercises] and consideration of applicable laws and regulations, including those related to privacy.

​

our Chief Information Officer and CISO, and the Company’s executive officers, at least twice a year.

In addition, we continue to make progress on our [removed: planned] investments to expand our Recycling Processing and Sales and [removed: WM] Renewable Energy segments.

[removed: As of December 31, 2024, we had 102] [added: | | (a) | Includes 103] landfill gas beneficial use projects producing commercial quantities of methane gas [removed: at owned or operated landfills.][added: in 2025 and 2024. |]

| Landfills owned or operated [added: (a)] | | [removed: 262] [added: 257] | | [removed: 263] [added: 262] |

| Transfer stations [removed: (a)(b)] [added: (b)] | | [removed: 506] [added: 482] | | [removed: 332] [added: 506] |

| Autoclave or alternative medical waste treatment facilities [removed: (b)] | ​ | [removed: 69] [added: 51] | ​ | [removed: —] [added: 69] |

| Medical waste incinerator facilities [removed: (b)] | ​ | [removed: 18] [added: 17] | ​ | [removed: —] [added: 18] |

| Secure information destruction processing facilities [removed: (b)] | ​ | [removed: 107] [added: 99] | ​ | [removed: —] [added: 107] |

| | [removed: (a)] [added: (b)] | Includes [added: 140 and] 167 transfer stations in [removed: 2024] [added: 2025 and 2024, respectively,] that are related to our [removed: WM] Healthcare Solutions segment. |

| | [removed: (b)] [added: (c)] | Includes 35 Spain and Portugal locations consisting of 19 transfer stations, 12 autoclave or alternative medical waste treatment facilities, [removed: 1] [added: one] medical waste incinerator facility and [removed: 3] [added: three] secure information destruction processing facilities which were [removed: classified as assets held for sale as of December 31, 2024. See Note 17 to the Consolidated Financial Statements for further discussion.] [added: sold on January 2, 2025.] |

| ​ | ​ ​ ​ | 2025 | ​ ​ ​ | 2024(c) |

| Recycling and organics facilities | ​ | 162 | ​ | 154 |

| --- | --- | --- |

For 65 of these projects, the processed gas is used to fuel electricity generators.

The electricity is then sold to public utilities, municipal utilities or power cooperatives.

For 23 of these projects, the gas is used at the landfill or delivered by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.

For 11 of these projects, the landfill gas is processed to pipeline quality RNG and then sold to natural gas suppliers.

Additionally, three of these projects are on third-party landfills.

| ​ | | 2024(a) | | 2023 |

| Recycling facilities | ​ | 105 | ​ | 102 |

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “WM.” The number of holders of record of our common stock on February [removed: 14, 2025] [added: 5, 2026] was [removed: 7,046.][added: 6,682.]

[removed: ][added: ]

| Dow Jones Waste & Disposal Services Index | ​ | $ | 100 | ​ | $ | [removed: 107] [added: 140] | ​ | $ | [removed: 149] [added: 132] | ​ | $ | [removed: 141] [added: 156] | ​ | $ | [removed: 166] [added: 186] | ​ | $ | [removed: 198] [added: 196] |

There were no common stock repurchases during [removed: the fourth quarter of 2024.][added: 2025.]

| ​ | ​ ​ ​ | 12/31/20 | | ​ ​ ​ | 12/31/21 | | ​ ​ ​ | 12/31/22 | | ​ ​ ​ | 12/31/23 | | ​ ​ ​ | 12/31/24 | | ​ ​ ​ | 12/31/25 | |

| Waste Management, Inc. | ​ | $ | 100 | ​ | $ | 144 | ​ | $ | 137 | ​ | $ | 160 | ​ | $ | 182 | ​ | $ | 202 |

| S&P 500 Index | ​ | $ | 100 | ​ | $ | 129 | ​ | $ | 105 | ​ | $ | 133 | ​ | $ | 166 | ​ | $ | 196 |

We announced in December 2025 that our Board of Directors has authorized up to $3.0 billion in future share repurchases, exclusive of fees, commissions and taxes.

This new authorization supersedes and replaces remaining authority under the prior Board of Directors’ authorization for share repurchases announced in December 2023.

The amount of future share repurchases executed under our Board of Directors’ authorization is determined in management’s discretion, based on various factors, including our leverage level, net earnings, financial condition and cash required for future business plans, growth and acquisitions.

Additionally, in December 2025, we announced that our Board of Directors expects to increase the quarterly dividend from $0.825 to $0.945 per share for dividends declared in 2026.

However, all future dividend declarations are at the discretion of the Board of Directors and depend on various factors, including our leverage level, net earnings, financial condition, cash required for future business plans, growth and acquisitions and other factors the Board of Directors may deem relevant.

| ​ | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | |

| Waste Management, Inc. | ​ | $ | 100 | ​ | $ | 105 | ​ | $ | 152 | ​ | $ | 145 | ​ | $ | 168 | ​ | $ | 192 |

| S&P 500 Index | ​ | $ | 100 | ​ | $ | 118 | ​ | $ | 152 | ​ | $ | 125 | ​ | $ | 158 | ​ | $ | 197 |

During 2024, we allocated an aggregate of $262 million to repurchase our common stock under accelerated share repurchase (“ASR”) agreements and open market transactions.

As of December 31, 2024, we had received 1.5 million shares with a weighted average price per share of $196.95, exclusive of per-share commissions.

As a result of the Stericycle acquisition, the Company has temporarily suspended share repurchases.

We expect to resume share repurchases once the Company’s leverage returns to targeted levels, which is currently projected to be about 18 months after the November 2024 acquisition of Stericycle.

See Note 13 to the Consolidated Financial Statements for additional information.

| ​ | [added: ​ ​ ​] | Page |

| [Reports of Independent Registered Public Accounting Firm](#Report) (PCAOB ID 42) | ​ | [removed: 79] [added: 72] |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#BALANCESHEETS_191365)] [added: 2024](#BALANCESHEETS_191365)] | ​ | [removed: 84] [added: 77] |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#STATEMENTSOFOPERATIONS_745891)] [added: 2023](#STATEMENTSOFOPERATIONS_745891)] | ​ | [removed: 85] [added: 78] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#COMPREHENSIVEINCOME_932746)] [added: 2023](#COMPREHENSIVEINCOME_932746)] | ​ | [removed: 85] [added: 78] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#CASHFLOWS_594152)] [added: 2023](#CASHFLOWS_594152)] | ​ | [removed: 86] [added: 79] |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#CHANGESINEQUITY_625544)] [added: 2023](#CHANGESINEQUITY_625544)] | ​ | [removed: 87] [added: 80] |

| [Notes to Consolidated Financial Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_4) | ​ | [removed: 88] [added: 81] |

We have audited Waste Management, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Waste Management, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2024] [added: 2025] consolidated financial statements of the Company, and our report dated February [removed: 19, 2025] [added: 9, 2026] expressed an unqualified opinion thereon.

| Houston, Texas February [removed: 19, 2025] [added: 9, 2026] | ​ |

We have audited the accompanying consolidated balance sheets of Waste Management, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 19, 2025] [added: 9, 2026] expressed an unqualified opinion thereon.

| ​ | Landfill [removed: Depletion] [added: Depletion Expense] ​ |

| _Description of the Matter_ | At December 31, [removed: 2024,] [added: 2025,] the Company’s landfill assets, net of accumulated depletion, totaled [removed: $8.0] [added: $8.2] billion and the associated depletion expense for [removed: 2024] [added: 2025] was [removed: $795] [added: $898] million. As discussed in Note 2 of the [added: consolidated] financial statements, the Company updates the estimates used to calculate individual landfill depletion rates at least annually, or more often if significant facts change. Landfill depletion rates are used in the computation of landfill depletion expense. ​ Auditing landfill depletion rates and related depletion expense is complex due to the highly judgmental nature of assumptions used in estimating the rates. Significant assumptions used in the calculation of the rates include: estimated future development costs associated with the construction and retirement of the landfill, estimated remaining permitted and expansion airspace, and airspace utilization factors. ​ |

| _How We Addressed the Matter in Our Audit_ | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over determining landfill depletion rates and calculating depletion expense. Our audit procedures included, among others, testing controls over: the Company’s process for evaluating and updating the significant assumptions used in the development of the landfill depletion rates, management’s review of those significant assumptions, and the mathematical accuracy of the calculation and recording of depletion expense. ​ To test the landfill [removed: asset] depletion rates, our audit procedures included, among others, assessing methodologies used by the Company and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions. We compared the significant assumptions used by management to historical trends and, when available, to [removed: comparable size] [added: comparably sized] landfills accepting a similar type of waste. Regarding expansion airspace, we evaluated the Company’s criteria for inclusion [added: of unpermitted expansions] in remaining [removed: airspace.] [added: airspace and the application of that criteria to relevant facts.] In addition, we considered the professional qualifications and objectivity of management’s internal engineers responsible for developing the assumptions. We involved EY engineering specialists to assist with the evaluation of the Company’s landfill future development cost and airspace assumptions. We also tested the completeness and accuracy of the historical data utilized in the development of the landfill depletion rates. |

| _Description of the Matter_ | At December 31, [removed: 2024, the carrying value of] [added: 2025,] the Company’s landfill asset retirement obligations related to final capping, closure and post-closure costs totaled [removed: $3.1] [added: $3.3] billion. As discussed in Note 2 of the [added: consolidated] financial statements, the Company updates the estimates used to measure the asset retirement obligations annually, or more often if significant facts change. ​ Auditing the landfill asset retirement obligation is complex due to the highly judgmental nature of the assumptions used in the measurement process. Significant assumptions include: estimated future costs associated with the capping, closure and [removed: post closure] [added: post-closure] activities at each [removed: specific] landfill, airspace consumed to date in relation to total estimated permitted and expansion airspace and the projected remaining landfill life. ​ |

| _How We Addressed the Matter in Our Audit_ | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the calculation of landfill asset retirement obligations. Our audit procedures included, among others, testing the Company’s controls over the landfill asset retirement obligation estimation process and management’s review of the significant assumptions used in the estimation of the liability, including the amount and timing of retirement costs. ​ To test the landfill asset retirement [removed: obligation valuation,] [added: obligation,] we performed audit procedures that included, among others, assessing methodologies used by the Company, testing the completeness of activities included in the estimate (e.g., gas monitoring and extraction), and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions. We compared the significant assumptions used by management to historical trends and, when available, to [removed: comparable size] [added: comparably sized] landfills accepting the same type of waste. In addition, we considered the professional qualifications and objectivity of management’s internal engineers responsible for developing the assumptions. We involved EY engineering specialists to assist us [removed: with these procedures. Specifically, we utilized the EY engineering specialists to evaluate] [added: in evaluating] the reasons for significant changes in assumptions from the historical [removed: trend,] [added: trend] and [removed: to determine] [added: determining] whether the change from the historical trend was appropriate and identified timely. We also tested the completeness and accuracy of the historical data utilized in preparing the estimate. [removed: ​] [added: ​] |

| [removed: _How We Addressed the Matter in Our Audit_] | [removed: We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the purchase price allocation process. We tested management’s review controls over the significant assumptions described above along with the completeness and accuracy of the data used in the fair value estimates. ​] To test the estimated fair value of the [removed: customer relationships,] [added: Healthcare Solutions reporting unit,] our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the significant assumptions described above used to develop the prospective financial information and testing the completeness and accuracy of the underlying data supporting the significant assumptions. We involved our valuation specialists to assist with evaluating the methodology and significant assumptions used by [removed: the] management to determine the fair value [removed: estimates.] [added: estimate.] We compared the significant assumptions [removed: to current industry, market and economic trends, the assumptions] used by the Company to [removed: value similar assets in other acquisitions, as well as] [added: relevant industry reports,] historical [added: operating] results [removed: of the Company's business] and other guideline companies within the same industry. We also performed [removed: a] sensitivity [removed: analysis] [added: analyses] of the significant assumptions to evaluate the [removed: change] [added: changes] in the [removed: estimated] fair value of the [removed: customer relationships resulting] [added: reporting unit that would result] from changes in the assumptions. |

[removed: WASTE MANAGEMENT, INC.][added: | Waste Management, Inc. stockholders’ equity: | ​ | | ​ | ​ | | ​ |]

| ​ | [added: ​ ​ ​] | [added: 2025 | | ​ ​ ​ |] 2024 | | [added: ​ ​ ​] | 2023 | |

| Current assets: | ​ | ​ | [added: ​] | ​ | ​ | [added: ​] |

| Cash and cash equivalents | ​ | $ | [added: 201 | ​ | $ |] 414 | ​ | $ | 458 |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $165] [added: $87] and [removed: $30,] [added: $165,] respectively | ​ | | [removed: 3,272] [added: 3,435] | ​ | | [removed: 2,633] [added: 3,272] |

| Other receivables, net of allowance for doubtful accounts of [removed: $4] [added: $3] and $4, respectively | ​ | | [removed: 415] [added: 620] | ​ | | [removed: 237] [added: 415] |

| Parts and supplies | ​ | | [removed: 206] [added: 225] | ​ | | [removed: 173] [added: 206] |

| Other current assets | ​ | | [removed: 467] [added: 429] | ​ | | [removed: 303] [added: 467] |

| Total current assets | ​ | | [removed: 4,774] [added: 4,910] | ​ | | [removed: 3,804] [added: 4,774] |

| Property and equipment, net of accumulated depreciation and depletion of [removed: $23,777] [added: $25,096] and [removed: $22,826,] [added: $23,777,] respectively | ​ | | [removed: 19,340] [added: 20,378] | ​ | | [removed: 16,968] [added: 19,340] |

| Goodwill | ​ | | [removed: 13,438] [added: 13,880] | ​ | | [removed: 9,254] [added: 13,438] |

| Other intangible assets, net | ​ | | [removed: 4,188] [added: 3,767] | ​ | | [removed: 759] [added: 4,188] |

| Restricted funds | ​ | | [removed: 413] [added: 513] | ​ | | [removed: 422] [added: 413] |

| Investments in unconsolidated entities | ​ | | [removed: 846] [added: 779] | ​ | | [removed: 606] [added: 846] |

| Other long-term assets | ​ | | [removed: 1,568] [added: 1,608] | ​ | | [removed: 1,010] [added: 1,568] |

| Total assets | ​ | $ | [removed: 44,567] [added: 45,835] | ​ | $ | [removed: 32,823] [added: 44,567] |

| Current liabilities: | ​ | | [added: ​] | ​ | | [added: ​] |

| Accounts payable | ​ | $ | [removed: 2,046] [added: 1,867] | ​ | $ | [removed: 1,709] [added: 2,046] |

| Accrued liabilities | ​ | | [removed: 2,180] [added: 2,211] | ​ | | [removed: 1,605] [added: 2,180] |

| *​* | Goodwill Impairment Assessment - Healthcare Solutions Segment |

| _Description of the Matter_ | At December 31, 2025, the Company’s goodwill related to the Healthcare Solutions segment totaled $3.8 billion. As discussed in Note 2 and Note 5 of the consolidated financial statements, goodwill is tested for impairment at least annually on October 1 at the reporting unit level, or more frequently if impairment indicators arise. The assessment of goodwill for impairment requires a comparison of the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, an impairment loss would be recognized. ​ Auditing the Company’s annual goodwill impairment test for one Healthcare Solutions reporting unit was complex due to the significant estimation uncertainty in determining the fair value of the reporting unit. The significant estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions used in the income approach, including EBITDA margin and discount rate. These significant assumptions could be impacted by future economic and market conditions. ​ |

| _How We Addressed the Matter in Our Audit_ | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the goodwill impairment process. We tested management’s review controls over the significant assumptions described above. |

| Houston, Texas February 9, 2026 | ​ |

| Consolidated net income | ​ | $ | 2,709 | ​ | $ | 2,745 | ​ | $ | 2,276 |

| Depreciation, depletion and amortization | ​ | | 2,863 | ​ | | 2,267 | ​ | | 2,071 |

| Cash, cash equivalents and restricted cash and cash equivalents at end of period | ​ | $ | 297 | ​ | $ | 487 | ​ | $ | 552 |

| Balance, December 31, 2025 | ​ | $ | 9,991 | ​ | 630,282 | ​ | $ | 6 | ​ | $ | 5,676 | ​ | $ | 17,232 | ​ | $ | (10) | | (227,341) | ​ | $ | (12,914) | ​ | $ | 1 |

1.

Additionally, through our Recycling Processing and Sales segment, we are a leading recycler in the U.S. and Canada, handling materials that include paper, cardboard, glass, plastic and metal.

We believe that trade receivables across our Collection and Disposal, Recycling Processing and Sales, and Renewable Energy segments share similar risk characteristics.

Generally, the risk characteristics of Healthcare Solutions customers are similar to customers of our other business segments, though complexities within the customer engagement systems and processes of the acquired business have caused billing and collection delays.

As a result, a gross allowance for doubtful accounts of trade receivables was established with our opening balance sheet for the acquired business in the amount of $144 million.

Over the course of 2025, $88 million of acquired and reserved trade account receivable balances related to the Stericycle acquisition was written off.

Of the 15 landfill sites with expansions included as of December 31, 2025, there were none that required approval by our Chief Financial Officer.

conditions that existed before we acquired a site.

We have recognized liabilities for these contingent

As part of our 2025 annual assessment, we performed a quantitative review for a reporting unit within our Healthcare Solutions segment due its sensitivity to changes in estimates of fair value, specifically changes driven by revenue growth, cost and discount rate assumptions, given the recent acquisition of the business.

Based on our assessment no impairment was recorded for the year ended December 31, 2025.

For our self-insured portions, the exposure for unpaid claims and

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| Income taxes (net of refunds): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| U.S. Federal | ​ | $ | 304 | ​ | $ | 454 | ​ | $ | 465 |

| U.S. State and Local | ​ | ​ | 145 | ​ | ​ | 157 | ​ | ​ | 130 |

| Canada | ​ | ​ | 42 | ​ | ​ | 32 | ​ | ​ | 37 |

| Other | ​ | ​ | 3 | ​ | ​ | 2 | ​ | ​ | 1 |

| ​ | ​ | ​ | 45 | ​ | ​ | 34 | ​ | ​ | 38 |

| Total | ​ | $ | 494 | ​ | $ | 645 | ​ | $ | 633 |

_Restructuring_

During the year ended December 31, 2025, we recognized $51 million of pre-tax restructuring charges, primarily related to employee costs associated with the integration of Stericycle as well as employee retention and severance costs incurred to support automation at our recycling facilities and in certain back-office functions.

_Improvements to Income Tax Disclosures_

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”) which improves the transparency of income tax disclosures by requiring specific categories in the income tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold.

Further, ASU 2023-09 requires certain disclosures on income taxes paid disaggregated by jurisdiction.

| ​ | ​ | 2025 | | | | | | | | ​ | 2024 | | | | | | | |

| ​ | | $ | 3,305 | ​ | $ | 231 | ​ | $ | 3,536 | ​ | $ | 3,057 | ​ | $ | 222 | ​ | $ | 3,279 |

| Revisions in estimates | ​ | | 217 | ​ | | 38 |

| December 31, 2025 | ​ | $ | 3,305 | ​ | $ | 231 |

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| ​ | ​ | | 45,474 | ​ | | 43,117 |

This increase was offset by a $16 million goodwill impairment charge to a business engaged in oil recovery and sludge processing services.

| --- | --- | --- |

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Stericycle, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted approximately 13.0% of total assets, excluding goodwill, as of December 31, 2024 and approximately 1.8% of consolidated operating revenues, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Stericycle, Inc.

| --- | --- |

| ​ | Acquisition of Stericycle, Inc. – Valuation of Customer Relationships |

| _Description of the Matter_ | As described in Note 17 to the consolidated financial statements, during the year ended December 31, 2024, the Company completed the acquisition of Stericycle, Inc. (“Stericycle”) for purchase consideration of approximately $6.9 billion, of which $2.3 billion was allocated to customer relationships. The transaction was accounted for as a business combination. ​ Auditing the Company's accounting for its acquisition of Stericycle was complex due to the significant estimation uncertainty in determining the fair value of certain customer relationships included within Other intangible assets. The Company valued the customer relationships using an income approach; specifically, the multi-period excess earnings model. The significant estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions, including projected revenue, attrition rate, EBITDA margin, and discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. ​ |

| Total Waste Management, Inc. stockholders’ equity | ​ | | 8,252 | ​ | | 6,903 |

| Loss on early extinguishment of debt, net | ​ | ​ | (7) | ​ | ​ | — | ​ | ​ | — |

| Goodwill impairment | ​ | ​ | — | ​ | ​ | 168 | ​ | ​ | — |

| Loss on early extinguishment of debt, net | ​ | ​ | 7 | ​ | ​ | — | ​ | ​ | — |

| Balance, December 31, 2021 | ​ | $ | 7,126 | ​ | 630,282 | ​ | $ | 6 | ​ | $ | 5,169 | ​ | $ | 12,004 | ​ | $ | 17 | | (214,159) | ​ | $ | (10,072) | ​ | $ | 2 |

| Common stock repurchase program | ​ | | (1,500) | ​ | — | ​ | | — | ​ | | 70 | ​ | | — | ​ | | — | | (9,796) | ​ | | (1,570) | ​ | | — |

1.

On November 4, 2024, we completed our acquisition of all outstanding shares of Stericycle, Inc. (“Stericycle”), the operations of which are presented in this report as our new WM Healthcare Solutions segment.

The acquisition expands our offerings in the U.S. and Canada and adds operations in parts of Western Europe.

All material intercompany

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our acquisition of Stericycle introduced a new mix of customers which we believe generally share similar risk characteristics with our existing trade receivables; however, Stericycle has and continues to encounter certain billing and collection delays.

As a result, a gross allowance for doubtful accounts of trade receivables was recognized in the amount of $130 million as of the acquisition date of November 4, 2024.

Of the 18 landfill sites with expansions included as of December 31, 2024, one landfill required the Chief Financial Officer to approve the inclusion of the unpermitted airspace because the permit application process did not meet the one\- or five-year requirements.

Under current laws

volumes or the issuance of permits for expanded landfill airspace.

During 2024, we acquired Stericycle which is included in our new WM Healthcare Solutions segment.

We also acquired 11 solid waste and recycling businesses.

Estimated

| (a) | As discussed above, our low-income housing investments are accounted for using the proportional amortization method. Prior to 2024, these investments were included as equity method investments. |

| Income taxes | ​ | | 656 | ​ | | 636 | ​ | | 736 |

_Investments—Equity Method and Joint Ventures: Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method_

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method" (“ASU 2023-02”), which allows reporting entities the option to use the proportional amortization method to account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met.

In 2024, the Company adopted ASU 2023-02 on a modified retrospective basis.

The amended guidance did not have a material impact on our consolidated financial statements.

See Note 8 for further discussion of our low-income housing investments.

_Improvements to Reportable Segment Disclosures_

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 was effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

See Note 19 for further discussion of our segments.

| ​ | | $ | 3,057 | ​ | $ | 222 | ​ | $ | 3,279 | ​ | $ | 2,853 | ​ | $ | 209 | ​ | $ | 3,062 |

| December 31, 2023 | ​ | $ | 2,853 | ​ | $ | 209 |

| Revisions in estimates and interest rate assumptions | ​ | | 121 | | | 36 |

| ​ | ​ | | 43,117 | ​ | | 39,794 |

Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of December 31, [removed: 2024] [added: 2025] (the end of the period covered by this Annual Report on Form 10-K) at a reasonable assurance level.

Management of the Company assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024.][added: 2025.]

[removed: We] [added: Other than this integration, management] determined that there were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During this period, we completed the integration of the internal control over financial reporting of Stericycle, which we acquired in November 2024 and is now referred to herein as our Healthcare Solutions business, with the Company’s overall internal control over financial reporting process.

On November 4, 2024 we consummated our acquisition of Stericycle, Inc. (“Stericycle”).

As permitted by the SEC rules and regulations, management's assessment did not include the internal controls of the acquired operations of Stericycle, which are included in our consolidated financial statements as of December 31, 2024 and for the period from the acquisition date through December 31, 2024.

In accordance with our integration efforts, we plan to incorporate the acquired operations of Stericycle into our internal control over financial reporting program within the time period provided by applicable SEC rules and

regulations.

The assets, excluding goodwill, of the acquired operations of Stericycle constituted approximately 13.0% of total assets as of December 31, 2024.

Operating results of the acquired operations of Stericycle comprised approximately 1.8% of consolidated operating revenues for the year ended December 31, 2024.

[removed: The Fish Trading Plan went into effect on the date of adoption] [added: Morris, Jr., President] and [removed: was not] [added: Chief Operating Officer, adopted a stock trading plan (the “Morris Plan”)] intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

[removed: On November 5, 2024, Mr. Fish] [added: Smith, Senior Vice President – Operations,] adopted a stock trading plan (the [removed: “Second Fish Trading] [added: “Smith] Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The [removed: Second Fish Trading] [added: Smith] Plan will commence [removed: two business days following the filing of this Annual Report] on [removed: Form 10-K,] [added: February 17, 2026,] and will automatically terminate on the earlier of February [removed: 3, 2026] [added: 17, 2027,] and the completion of all [removed: of] the contemplated transactions set forth therein.

The [removed: Second Fish Trading] [added: Hemmer] Plan provides for the potential sale of [removed: all] [added: up to 66% of] net after-tax shares of our common stock received from the payout of [removed: performance share unit (“PSU”)] [added: PSU] equity compensation [removed: awards] [added: awards,] for the performance period ended December 31, [removed: 2024,] [added: 2025,] upon our common stock reaching specified market prices.

Mr. [removed: Fish] [added: Smith] received a target grant of [removed: 47,620] [added: 10,526] PSU awards with a performance period ended December 31, [removed: 2024;] [added: 2025;] the number of shares to be paid out to Mr. [removed: Fish] [added: Smith] on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, the number of shares of common stock to potentially be sold pursuant to the [removed: Second Fish Trading] [added: Smith] Plan will be determined in the first quarter of [removed: 2025] [added: 2026] 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.

On November [removed: 5, 2024,] [added: 30, 2025,] Michael J.

Watson, Senior Vice President and Chief Customer Officer, adopted a stock trading plan (the “Watson [removed: Trading] Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Watson [removed: Trading] Plan will commence [removed: two business days following the filing of this Annual Report] on [removed: Form 10-K] [added: March 2, 2026,] and will automatically terminate on the earlier of February [removed: 12, 2026] [added: 26, 2027,] and the completion of all [removed: of] the contemplated transactions set forth therein.

The [removed: Watson Trading] [added: Morris] Plan provides for (i) the [removed: sale of 3,000 shares of our common stock; (ii) the] potential cashless exercise of [removed: 11,594] [added: up to 5,484] stock options, pursuant to which shares of [added: our] common stock will be [added: withheld or] sold to cover [added: the] option [removed: costs,] [added: exercise price,] tax obligations, [removed: commissions] [added: commission] and fees, and Mr. [removed: Watson] [added: Morris] will then [removed: continue to hold] [added: receive] all remaining shares of common stock [removed: resulting from the option exercise] after the settlement; [removed: (iii) the potential sale of 50% of 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 [removed: (iv)] [added: (ii)] the potential sale of [removed: 50%] [added: up to 75%] 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, [removed: 2024.][added: 2025.]

Mr. Watson received a target grant of [removed: 5,986] [added: 7,474] PSU awards with a performance period ended December 31, [removed: 2024;] [added: 2025;] the number of shares to be paid out to Mr. Watson on account of [added: these PSU awards can range from zero to 200% of the initial target grant.]

[added: Ms. Hemmer received a target grant of 9,474 PSU awards with a performance period ended December 31, 2025; the number of shares to be paid out to Ms. Hemmer on account of] these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the [removed: Second Fish Trading] [added: Smith] Plan, the number of shares of common stock to potentially be sold pursuant to the Watson [removed: Trading] Plan will be determined in the first quarter of [removed: 2025.][added: 2026.]

[removed: Boettcher, Executive] [added: Hemmer, Senior] Vice President and Chief [removed: Legal] [added: Sustainability] Officer, adopted a stock trading plan (the [removed: “Boettcher Trading Plan”).][added: “Hemmer Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.]

On December 4, [removed: 2024,] [added: 2025,] John J.

The Morris [removed: Trading] Plan will commence on March [removed: 7, 2025] [added: 6, 2026,] and will automatically terminate on the earlier of [removed: March 6, 2026] [added: February 2, 2027,] and the completion of all [removed: of] the contemplated transactions set forth therein.

The [removed: Morris Trading] [added: Watson] Plan provides for (i) the potential [added: cashless exercise and] sale of [removed: all net after-tax] [added: up to 12,642 stock options, pursuant to which] shares of our common stock [removed: received from] [added: will be withheld or sold to cover] the [removed: vesting on March 1, 2025 of 10,204 RSU equity compensation awards] [added: option exercise price, tax obligations, commission] and [added: fees; and] (ii) the potential sale of all net after-tax shares of our common stock received from the payout of PSU equity compensation awards for the performance period ended December 31, [removed: 2024.][added: 2025.]

Mr. Morris received a target grant of [removed: 14,150] [added: 14,210] PSU awards with a performance period ended December 31, [removed: 2024;] [added: 2025;] the number of shares to be paid out to Mr. Morris on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the [removed: Second Fish Trading] [added: Smith] Plan, the number of shares of common stock to potentially be sold pursuant to the Morris [removed: Trading] Plan will be determined in the first quarter of [removed: 2025.][added: 2026.]

On November 17, 2025, Donald J.

The Smith Plan provides for (i) the potential cashless exercise and sale of up to 4,842 stock options, pursuant to which shares of our common stock will be withheld or sold to cover the option exercise price, tax obligations, commission and fees; and (ii) the potential sale of all 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, 2025.

On November 30, 2025, Tara J.

The Hemmer Plan will commence on March 2, 2026, and will automatically terminate on the earlier of May 29, 2026, and the completion of all the contemplated transactions set forth therein.

As a result, as described above in connection with the Smith Plan, the number of shares of common stock to potentially be sold pursuant to the Hemmer Plan will be determined in the first quarter of 2026.

Each of the contemplated transactions will occur upon our common stock reaching specified market prices.

On November 5, 2024, James C.

Fish, Jr., President, Chief Executive Officer and member of our Board of Directors, adopted a stock trading plan (the “Fish Trading Plan”).

The Fish Trading Plan provided for the exercise of 44,125 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr. Fish.

On November 8, 2024, Mr. Charles C.

The Boettcher Trading 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.

The Boettcher Trading Plan provided for the exercise of 7,500 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr. Boettcher.

On November 26, 2024, Mr. Fish adopted a stock trading plan (the “Third Fish Trading Plan”).

The Third Fish Trading 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.

The Third Fish Trading Plan provided for the exercise of 19,805 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

On November 26, 2024, Mr. Boettcher, adopted a stock trading plan (the “Second Boettcher Trading Plan”).

The Second Boettcher Trading 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.

The Second Boettcher Trading Plan provided for the exercise of 8,458 vested stock options upon our common stock reaching a specified market price on or before December 4, 2024.

Morris, Jr., Executive Vice President and Chief Operating Officer, adopted a stock trading plan (the “Morris Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

We have adopted a code of ethics that applies to our CEO, [added: President and COO,] CFO and Chief Accounting Officer, as well as other officers, directors and employees of the Company.

The code of ethics, entitled “Code of Conduct,” is available [removed: on-line] [added: online] at investors.wm.com in the tab [removed: “ESG] [added: “Sustainability & Governance] — Corporate Governance” [removed: (investors.wm.com/esg-practices/governance).][added: (investors.wm.com/sustainability-governance/governance).]

[added: We intend] to post any amendments to the Code of Conduct that apply to our officers and directors, and any required disclosure of waivers from the Code of Conduct, to the [removed: “ESG –] [added: “Sustainability & Governance —] Corporate Governance” tab at investors.wm.com.

All other information required by this Item will be included in the Company’s definitive proxy statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders (the [removed: “2025] [added: “2026] Proxy Statement”) to be filed with SEC within 120 days of the end of our fiscal year and is incorporated herein by reference.

We intend

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| [removed: 4.6*] [added: 4.6] | — | [Description of Waste Management, Inc.’s Common [removed: Stock.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d6.htm)] [added: Stock \[incorporated by reference to Exhibit 4.6 to Form 10-K for the year ended December 31, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d6.htm)] |

| 4.7* | — | [Schedule of Officers’ Certificates delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of Waste Management, Inc.’s Senior Notes. Waste Management and its subsidiaries are parties to debt instruments that have not been filed with the SEC under which the total amount of securities authorized under any single instrument does not exceed 10% of the total assets of Waste Management and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Waste Management agrees to furnish a copy of such instruments to the SEC upon [removed: request.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d7.htm)] [added: request.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex4d7.htm)] |

| [removed: 4.8*] [added: 4.8] | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.500% Senior Notes due [removed: 2028.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d8.htm)] [added: 2028 \[incorporated by reference to Exhibit 4.8 to Form 10-K for the year ended December 31, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d8.htm)] |

| [removed: 4.13*] [added: 4.9] | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.500% Senior Notes due [removed: 2028.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d13.htm)] [added: 2028 \[incorporated by reference to Exhibit 4.13 to Form 10-K for the year ended December 31, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d13.htm)] |

| [removed: 10.6†] [added: 10.5†] | — | [Waste Management, Inc. Employee Stock Purchase Plan (As Amended and Restated effective May 12, 2020) \[incorporated by reference to Exhibit 10.1 to Form 8-K dated May 12, 2020\].](https://www.sec.gov/Archives/edgar/data/823768/000110465920062449/tm2018602d2_ex10-1.htm) |

| [removed: 10.7†] [added: 10.6†] | — | [First Amendment to the Waste Management, Inc. Employee Stock Purchase Plan \[incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2023\].](https://www.sec.gov/Archives/edgar/data/823768/000155837024001049/wm-20231231xex10d8.htm) |

| [removed: 10.8†] [added: 10.7†] | — | [Waste Management, Inc. 409A Deferral Savings Plan as Amended and Restated effective January 1, 2014 \[incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2014\].](http://www.sec.gov/Archives/edgar/data/823768/000119312514156430/d690567dex102.htm) |

| [removed: 10.9] [added: 10.8] | — | [$3.5 Billion Seventh Amended and Restated Revolving Credit Agreement dated as of May 8, 2024 by and among Waste Management, Inc., Waste Management of Canada Corporation, WM Quebec Inc. and Waste Management Holdings, Inc., certain banks party thereto, and Bank of America, N.A., as administrative agent \[incorporated by reference to Exhibit 10.1 to Form 8-K dated May 8, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000110465924059949/tm2412128d2_ex10-1.htm) |

| [removed: 10.10*] [added: 10.9] | — | [Amendment No. 1 to Seventh Amended and Restated Revolving Credit Agreement dated as of November 22, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex10d10.htm)] [added: 2024 \[incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex10d10.htm)] |

| [removed: 10.11] [added: 10.10] | — | [Commercial Paper Dealer Agreement, substantially in the form as executed with each of Mizuho Securities USA LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, RBC Capital Markets, LLC, Siebert Williams Shank & Co., LLC, and Barclays Capital Inc. as Dealer \[incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2016\].](https://www.sec.gov/Archives/edgar/data/823768/000119312517046480/d252547dex1011.htm) |

| [removed: 10.12] [added: 10.11] | — | [Commercial Paper Issuing and Paying Agent Agreement between Waste Management, Inc. and U.S. Bank Trust Company, National Association dated October 28, 2022. \[incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2022\].](https://www.sec.gov/Archives/edgar/data/823768/000155837023000964/wm-20221231xex10d11.htm) |

| [removed: 10.13†] [added: 10.12†] | — | [First Amended and Restated Employment Agreement between USA Waste-Management Resources, LLC and James C. Fish, Jr. dated December 22, 2017 \[incorporated by reference to Exhibit 10.2 to Form 8-K dated December 22, 2017\].](http://www.sec.gov/Archives/edgar/data/823768/000110465917075030/a17-28786_1ex10d2.htm) |

| [removed: 10.14†] [added: 10.13†] | — | [Compensation Relinquishment Agreement between USA Waste-Management Resources, LLC and James C. Fish, Jr. \[incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2023\].](https://www.sec.gov/Archives/edgar/data/823768/000155837024001049/wm-20231231xex10d14.htm) |

| [removed: 10.15†] [added: 10.14†] | — | [First Amendment to Compensation Relinquishment Agreement between USA Waste-Management Resources, LLC and James C. Fish, Jr. \[incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2023\].](https://www.sec.gov/Archives/edgar/data/823768/000155837024001049/wm-20231231xex10d15.htm) |

| [removed: 10.16†] [added: 10.15†] | — | [Employment Agreement between USA Waste-Management Resources, LLC and Devina A. Rankin dated December 22, 2017 \[incorporated by reference to Exhibit 10.3 to Form 8-K dated December 22, 2017\].](http://www.sec.gov/Archives/edgar/data/823768/000110465917075030/a17-28786_1ex10d3.htm) |

| [removed: 10.17†] [added: 10.16†] | — | [First Amended and Restated Employment Agreement between USA Waste-Management Resources, LLC and John J. Morris, Jr. \[incorporated by reference to Exhibit 10.4 to Form 8-K dated December 22, 2017\].](http://www.sec.gov/Archives/edgar/data/823768/000110465917075030/a17-28786_1ex10d4.htm) |

| 10.21† | — | [Form of [removed: 2021] [added: 2022] Long Term Incentive Compensation Award Agreement for Senior Leadership Team \[incorporated by reference to Exhibit 10.1 to Form 8-K dated [removed: February 23, 2021\].](https://www.sec.gov/Archives/edgar/data/0000823768/000110465921029723/tm216945d2_ex10-1.htm)] [added: March 1, 2022\].](https://www.sec.gov/Archives/edgar/data/823768/000110465922030973/tm228341d1_ex10-1.htm)] |

| [removed: 10.22†] [added: 10.31†] | — | [Form of [removed: 2021] [added: 2025] Long Term Incentive Compensation RSU Award Agreement \[incorporated by reference to Exhibit [removed: 10.19] [added: 10.4] to Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2021\].](https://www.sec.gov/Archives/edgar/data/823768/000155837022001179/wm-20211231xex10d19.htm)] [added: 2025\].](https://www.sec.gov/Archives/edgar/data/823768/000155837025005805/wm-20250331xex10d4.htm)] |

| 10.23† | — | [Form of [removed: 2022] [added: 2023] Long Term Incentive Compensation Award Agreement for Senior Leadership Team \[incorporated by reference to Exhibit 10.1 to Form 8-K dated March [removed: 1, 2022\].](https://www.sec.gov/Archives/edgar/data/823768/000110465922030973/tm228341d1_ex10-1.htm)] [added: 7, 2023\].](https://www.sec.gov/Archives/edgar/data/823768/000110465923030666/tm238966d1_ex10-1.htm)] |

| [removed: 10.24†] [added: 10.22†] | — | [Form of 2022 Long Term Incentive Compensation RSU Award Agreement \[incorporated by reference to Exhibit 10.2 to Form 8-K dated March 1, 2022\].](https://www.sec.gov/Archives/edgar/data/823768/000110465922030973/tm228341d1_ex10-2.htm) |

| [removed: 10.25†] [added: 10.24†] | — | [Form of [removed: 2023] [added: 2024] Long Term Incentive Compensation Award Agreement for Senior Leadership Team \[incorporated by reference to Exhibit 10.1 to Form 8-K dated March [removed: 7, 2023\].](https://www.sec.gov/Archives/edgar/data/823768/000110465923030666/tm238966d1_ex10-1.htm)] [added: 1, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000110465924031504/tm247937d1_ex10-1.htm)] |

| [removed: 10.26†] [added: 10.25†] | — | [Form of 2024 [removed: Long Term] [added: Executive Officer Annual] Incentive [removed: Compensation] Award Agreement for Senior Leadership Team \[incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Form 8-K dated March 1, [removed: 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000110465924031504/tm247937d1_ex10-1.htm)] [added: 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000110465924031504/tm247937d1_ex10-2.htm)] |

| [removed: 10.27†] [added: 10.30†] | — | [Form of [removed: 2024] [added: 2025] Executive Officer Annual Incentive Award Agreement [removed: for Senior Leadership Team] \[incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to Form 8-K dated [removed: March 1, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000110465924031504/tm247937d1_ex10-2.htm)] [added: February 25, 2025\].](https://www.sec.gov/Archives/edgar/data/823768/000110465925019125/tm257911d1_ex10-3.htm)] |

| [removed: 10.28†] [added: 10.26†] | — | [Form of 2024 Long Term Incentive Compensation Award Agreement for Leadership Tier (Chief Accounting Officer) \[incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000155837024005734/wm-20240331xex10d3.htm) |

| [removed: 10.29†] [added: 10.27†] | — | [Form of 2024 Long Term Incentive Compensation Award Agreement RSU Award (U.S.)(Three-Year Step Vest) \[incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000155837024013762/wm-20240930xex10d2.htm) |

| [removed: 19.1*] [added: 19.1] | — | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex19d1.htm).] [added: Policy \[incorporated by reference to Exhibit 19.1 to Form 10-K for the year ended December 31, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex19d1.htm)] |

| 21.1* | — | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex21d1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex21d1.htm)] |

| 22.1* | — | [Guarantor [removed: Subsidiary.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex22d1.htm)] [added: Subsidiary.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex22d1.htm)] |

| 23.1* | — | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex23d1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex23d1.htm)] |

| 31.1* | — | [Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 of James C. Fish, Jr., [removed: President and] Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex31d1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex31d1.htm)] |

| 31.2* | — | [Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 of [removed: Devina A. Rankin,] [added: David L. Reed,] Executive Vice President and Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex31d2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex31d2.htm)] |

| 32.1 | — | [Certification Pursuant to 18 U.S.C. §1350 of James C. Fish, Jr., [removed: President and] Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex32d1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex32d1.htm)] |

| 32.2 | — | [Certification Pursuant to 18 U.S.C. §1350 of [removed: Devina A. Rankin,] [added: David L. Reed,] Executive Vice President and Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex32d2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex32d2.htm)] |

| 95* | — | [Mine Safety [removed: Disclosures.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex95.htm)] [added: Disclosures.](https://www.sec.gov/Archives/edgar/data/823768/000110465926012049/wm-20251231xex95.htm)] |

| 10.17† | — | [First Amendment to First Amended and Restated Employment Agreement between USA Waste-Management Resources, LLC and John J. Morris, Jr. \[incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2025\].](https://www.sec.gov/Archives/edgar/data/823768/000155837025009726/wm-20250630xex10d1.htm) |

| 10.28† | — | [Form of 2025 Long Term Incentive Compensation PSU Award Agreement \[incorporated by reference to Exhibit 10.1 to Form 8-K dated February 25, 2025\].](https://www.sec.gov/Archives/edgar/data/823768/000110465925019125/tm257911d1_ex10-1.htm) |

| 10.29† | — | [Form of 2025 Long Term Incentive Compensation Stock Option Award Agreement \[incorporated by reference to Exhibit 10.2 to Form 8-K dated February 25, 2025\].](https://www.sec.gov/Archives/edgar/data/823768/000110465925019125/tm257911d1_ex10-2.htm) |

| 10.32† | — | [Form of 2025 Long Term Incentive Compensation RSU Award Agreement for Tara Hemmer Retention Award \[incorporated by reference to Exhibit 10.1 to Form 8-K dated August 21, 2025\].](https://www.sec.gov/Archives/edgar/data/823768/000110465925084026/tm2524148d2_ex10-1.htm) |

| 4.9* | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.650% Senior Notes due 2030.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d9.htm) |

| 4.10* | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.800% Senior Notes due 2032.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d10.htm) |

| 4.11* | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.950% Senior Notes due 2035.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d11.htm) |

| 4.12* | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 5.350% Senior Notes due 2054.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d12.htm) |

| 4.14* | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.650% Senior Notes due 2030.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d14.htm) |

| 4.15* | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.800% Senior Notes due 2032.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d15.htm) |

| 4.16* | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.950% Senior Notes due 2035.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d16.htm) |

| 4.17* | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 5.350% Senior Notes due 2054.](https://www.sec.gov/Archives/edgar/data/823768/000155837025001132/wm-20241231xex4d17.htm) |

| 4.18 | — | [Registration Rights Agreement by and among Waste Management, Inc., Waste Management Holdings, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC in connection with the 3.875% Senior Notes due 2029 \[incorporated by reference to Exhibit 4.5 to Form 8-K dated November 8, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000110465924115866/tm2427884d1_ex4-5.htm) |

| 4.19 | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 3.875% Senior Notes due 2029 \[incorporated by reference to Exhibit 4.2 to Form 8-K dated November 8, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000110465924115866/tm2427884d1_ex4-2.htm) |

| 4.20 | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 3.875% Senior Notes due 2029 \[incorporated by reference to Exhibit 4.4 to Form 8-K dated November 8, 2024\].](https://www.sec.gov/Archives/edgar/data/823768/000110465924115866/tm2427884d1_ex4-4.htm) |

| 10.5† | — | [2005 Annual Incentive Plan \[incorporated by reference to Appendix D to the Proxy Statement on Schedule 14A filed April 8, 2004\].](https://www.sec.gov/Archives/edgar/data/823768/000119312504059008/ddef14a.htm) |

| ​ | ​ | [removed: President,] Chief Executive Officer and Director |

Date: February [removed: 19, 2025][added: 9, 2026]

| Signature | [added: ​ ​ ​] | Title | [added: ​ ​ ​] | Date |

| /s/ JAMES C. FISH, JR. | ​ | [removed: President,] Chief Executive Officer and Director | ​ | February [removed: 19, 2025] [added: 9, 2026] |

| /s/ [removed: DEVINA A. RANKIN] [added: DAVID L. REED] | ​ | Executive Vice President and | ​ | February [removed: 19, 2025] [added: 9, 2026] |

| [removed: Devina A. Rankin] [added: David L. Reed] | ​ | Chief Financial Officer | ​ | ​ |

| /s/ JOHN CARROLL | ​ | Vice President and Chief Accounting Officer | ​ | February [removed: 19, 2025] [added: 9, 2026] |