8-K
Clean Harbors Inc (CLH)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2026
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 001-34223 | 04-2997780 | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | 42 Longwater Drive | Norwell | MA | 02061-9149 | |
| --- | --- | --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (781) 792-5000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | CLH | New York Stock Exchange |
Item 2.02 Results of Operations and Financial Condition
On February 18, 2026, Clean Harbors, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the fourth quarter and year ended December 31, 2025. A copy of that press release is furnished with this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated February 18, 2026 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clean Harbors, Inc. | |
|---|---|
| (Registrant) | |
| February 18, 2026 | /s/ Eric J. Dugas |
| Executive Vice President and Chief Financial Officer |
2
Document
EXHIBIT 99.1
Press Release
Clean Harbors Announces Fourth-Quarter
and Full-Year 2025 Financial Results
•Posts 5% Increase in Q4 Revenues to $1.5 Billion; Full-Year Revenues Reach Record $6.03 Billion, Driven by Environmental Services Segment Growth
•Generates Q4 Net Income of $86.6 Million, or EPS of $1.62; Full-Year Net Income of $391.0 Million, or EPS of $7.28
•Achieves 8% Growth in Q4 Adjusted EBITDA to $278.7 Million; Full-Year Adjusted EBITDA of $1.17 Billion, Up 5% from Prior Year
•Delivers Full-Year Net Cash from Operating Activities of $866.7 Million and Record Adjusted Free Cash Flow of $509.3 Million
•Repurchases $250 Million of CLH Shares in 2025; Announces $350 Million Expansion of Share Buyback Program
•Signs Agreement to Acquire Environmental Businesses from Depot Connect International for ~$130 Million
•Announces $50 Million Strategic Investment in Fleet Expansion to Support Growth
•Provides Full-Year 2026 Adjusted EBITDA and Adjusted Free Cash Flow Guidance
NORWELL, Mass. – February 18, 2026 – Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE: CLH), the leading provider of environmental and industrial services throughout North America, today announced financial results for the fourth quarter and year ended December 31, 2025.
“We concluded 2025 with strong fourth-quarter results, including higher profitability in both of our operating segments,” said Eric Gerstenberg, Co-Chief Executive Officer. “Our performance was led by our Environmental Services (ES) segment, where segment Adjusted EBITDA margin expanded year over year for the 15th consecutive quarter, reflecting the diversity of our end markets as we have continued to gain volumes against the muted industrial backdrop of the past several years. We believe that our results also demonstrate our consistency in executing our pricing initiatives, cost management plans and network efficiencies.”
Fourth-Quarter 2025 Results
Revenues were $1.50 billion, compared with $1.43 billion in the same period of 2024. Income from operations rose 16% to $158.4 million, compared with $137.0 million in the fourth quarter of 2024.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Net income was $86.6 million, or $1.62 per diluted share, compared with $84.0 million, or $1.55 per diluted share, for the same period in 2024.
Adjusted EBITDA (see description and reconciliation below) increased 8% to $278.7 million from $257.2 million for the same period in 2024.
Q4 2025 Segment Review
“Our ES segment delivered a 50-basis-point improvement in Adjusted EBITDA margin to 25.8%, reflecting our ability to leverage our unique assets,” said Gerstenberg. “The segment’s 6% top-line growth was led by Technical Services, which grew 8% on strong demand for disposal and recycling services, higher project volumes, and continued expansion in PFAS services. Safety-Kleen Environmental Services’ revenue in the segment increased 7%, driven by pricing and higher volumes, particularly in vacuum services, as we continue to deliver high levels of repeatable service offerings to customers. Our incineration utilization, excluding the new Kimball incinerator, was 87%, consistent with our expectations, while landfill volumes rose 56% on the strength of project activity. Field Services revenue grew 13%, supported by large-scale emergency response projects. Overall, our ES segment delivered strong results despite select market headwinds, underscoring the resiliency and multiple growth levers within our business model.”
“Within our Safety-Kleen Sustainability Solutions (SKSS) segment, in response to further weakening in the base oil pricing environment we advanced our charge-for-oil (CFO) pricing strategy for our waste oil collection services, which helped lead to a 310-basis-point improvement in Adjusted EBITDA margin,” said Mike Battles, Co-Chief Executive Officer. “We gathered 56 million gallons of waste oil at a CFO rate that was nearly 50% above what we charged in the third quarter as we continued to aggressively manage our re-refining spread and provide excellent service to these customers. In addition, we grew our direct lubricant gallons sold, which also supported our year-over-year margin improvement.”
2025 Financial Results
Revenues for 2025 grew 2% to $6.03 billion, compared with $5.89 billion in 2024. Income from operations increased to $673.4 million, compared with $670.2 million in 2024.
Net income was $391.0 million, or $7.28 per diluted share, compared with net income of $402.3 million, or $7.42 per diluted share for 2024.
Adjusted EBITDA (see description and reconciliation below) grew 5% to $1.17 billion from $1.12 billion in 2024. The Company generated adjusted free cash flow (see description and reconciliation below) of $509.3 million in 2025, compared with $357.9 million in 2024. The increase in adjusted free cash flow is attributable to higher Adjusted EBITDA, improvements in working capital management and lower net capital expenditures, exclusive of significant strategic growth investments.
“2025 was another year of strong operational performance and profitable growth, led by our ES segment where both Technical Services and Safety-Kleen Environmental delivered 7% revenue growth,” said Gerstenberg.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
“We topped $6 billion in annual revenues and exceeded $500 million in Adjusted Free Cash Flow for the first time in our history. Adjusted EBITDA margin in our ES segment expanded by 60 basis points for the year to 25.9%. Another highlight was our best-ever safety performance, with a record Total Recordable Incident Rate (TRIR) of 0.49. We also achieved several notable operational milestones in 2025, including the successful first-year ramp-up of our new Kimball incinerator; creation of our Phoenix Hub; handling nearly 22,000 emergency response events; the issuance of our PFAS incineration study with the EPA; and the reduction of voluntary turnover by 150 bps to a five-year low.”
Expansion of Share Repurchase Program
As of December 31, 2025, the Company had approximately $250 million of availability remaining under its existing share repurchase program. The Board of Directors has authorized a $350 million expansion of the existing program. Clean Harbors intends to fund the share repurchases through its available cash resources.
“Our share repurchase program remains a core element in our capital allocation strategy, and we appreciate the support of our Board in expanding the program back to $600 million of availability,” said Eric Dugas, Chief Financial Officer. “In 2025, given our strong balance sheet, reliable business model and cash generation, we returned significant capital to shareholders by repurchasing a record $250 million in shares at an average price of approximately $222 per share. We deploy capital with a clear focus on maximizing shareholder returns, whether through acquisitions, internal investments, stock repurchases or debt reduction, and we look to continue to deploy capital in the most accretive way in 2026.”
Agreement to Acquire DCI Businesses
The Company today announced the signing of a purchase and sale agreement to acquire certain businesses of Depot Connect International (DCI) for approximately $130 million. The acquired businesses operate five locations in Ohio, Louisiana and Texas and are expected to generate approximately $40 million of revenue and $11 million of Adjusted EBITDA annually. Clean Harbors will fund the acquisition with available cash and expects the transaction to close in the first half of 2026, subject to customary closing conditions.
“The businesses we are acquiring offer waste handling, tank cleaning and railcar cleaning, which is a great strategic fit for Clean Harbors,” said Battles. “Additionally, two facilities have wastewater treatment and solidification capabilities. We will integrate these businesses into our facilities network within Technical Services, as well as our Field Services business, and we expect to remain active on the acquisition front in 2026.”
Business Outlook and Financial Guidance
“We are encouraged by the growth opportunities we are seeing across multiple parts of our business, particularly within Technical Services,” said Gerstenberg. “We expect our entire disposal and recycling network to remain in high demand in 2026 as we capitalize on reshoring, PFAS and a growing pipeline of remediation and project work. Within Safety-Kleen Environmental, we expect another year of stable growth. To support and accelerate our organic growth in this business, we are making a $50 million strategic investment to expand our
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
vacuum truck fleet over the next two years. We expect this investment to have a five-year payback as we cross-sell our vacuum service offerings to more customers. We also expect to continue to grow and expand our Field Services business through additional branch locations and customer relationships. We expect our Industrial Services business to stabilize after two challenging years of reduced customer spending. For SKSS, we will continue to manage our re-refining spread through appropriate CFO rates. We will also focus on greater direct blended sales, Group III production and partnership opportunities.”
“We enter the year with strong momentum in our core hazardous waste collection and disposal businesses,” said Battles. “Our outlook is grounded in modest economic assumptions. We expect to achieve growth in revenue, Adjusted EBITDA and margins again in 2026, as we continue to deliver value to our shareholders.”
In the first quarter of 2026, Clean Harbors expects Adjusted EBITDA to grow 4% to 7% year over year in its ES segment and be up 1% to 3% on a consolidated basis. For full-year 2026, Clean Harbors expects:
•Adjusted EBITDA in the range of $1.20 billion to $1.26 billion, with a midpoint of $1.23 billion. This Adjusted EBITDA range is based on anticipated GAAP net income in the range of $410 million to $461 million.
•Adjusted free cash flow in the range of $480 million to $540 million, with a midpoint of $510 million. This range is based on anticipated net cash from operating activities in the range of $820 million to $940 million.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Non-GAAP Results
Clean Harbors reports Adjusted EBITDA, which is a non-GAAP financial measure and should not be considered an alternative to net income or other measurements under generally accepted accounting principles (GAAP) but viewed only as a supplement to those measurements. Adjusted EBITDA is not calculated identically by all companies, and therefore the Company’s measurement of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Clean Harbors believes that Adjusted EBITDA provides additional useful information to investors because the Company’s management routinely evaluates the performance of its businesses based upon levels of Adjusted EBITDA. The Company defines Adjusted EBITDA as described in the following reconciliation showing the differences between reported net income and Adjusted EBITDA for the three and twelve months ended December 31, 2025 and 2024 (in thousands, except percentages):
| For the Three Months Ended | For the Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||
| Net income | $ | 86,590 | $ | 83,974 | $ | 390,974 | $ | 402,299 | ||||
| Accretion of environmental liabilities | 3,616 | 3,317 | 14,326 | 13,456 | ||||||||
| Stock-based compensation | 10,082 | 7,291 | 32,702 | 27,981 | ||||||||
| Depreciation and amortization | 103,012 | 105,290 | 446,006 | 400,922 | ||||||||
| Third-party transaction related costs | 3,533 | — | 3,533 | — | ||||||||
| Kimball startup costs | — | 4,343 | — | 4,343 | ||||||||
| Other (income) expense, net | (3,218) | (977) | (5,200) | 1,454 | ||||||||
| Loss on early extinguishment of debt | 8,277 | 371 | 8,277 | 371 | ||||||||
| Gain on sale of businesses | (776) | — | (776) | — | ||||||||
| Interest expense, net of interest income | 34,221 | 34,197 | 143,104 | 134,964 | ||||||||
| Provision for income taxes | 33,352 | 19,403 | 136,993 | 131,144 | ||||||||
| Adjusted EBITDA | $ | 278,689 | $ | 257,209 | $ | 1,169,939 | $ | 1,116,934 | ||||
| Adjusted EBITDA Margin | 18.6 | % | 18.0 | % | 19.4 | % | 19.0 | % |
Adjusted Free Cash Flow Reconciliation
Clean Harbors reports adjusted free cash flow, a non-GAAP measure, which it considers to be a measurement of liquidity that provides useful information to investors about its ability to generate cash. The Company defines adjusted free cash flow as net cash from operating activities less additions to property, plant and equipment plus proceeds from sale and disposal of fixed assets. When necessary, the Company adjusts for the cash impact of items derived from non-operating activities. Additionally, adjusted free cash flow excludes significant strategic growth investments, as they are not indicative of free cash flow for the current period. Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore the Company’s measurement of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
An itemized reconciliation between reported GAAP net cash from operating activities and adjusted free cash flow is as follows (in thousands):
| For the Three Months Ended | For the Twelve Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||
| Adjusted free cash flow | ||||||||
| Net cash from operating activities | $ | 355,093 | $ | 303,938 | $ | 866,725 | $ | 777,771 |
| Additions to property, plant and equipment | (121,749) | (62,415) | (424,918) | (432,241) | ||||
| Cash investments in strategic growth projects | 18,986 | — | 43,326 | — | ||||
| Third-party transaction related costs | 2,614 | — | 2,614 | — | ||||
| Kimball startup costs | — | 3,253 | — | 3,253 | ||||
| Proceeds from sale and disposal of fixed assets | 6,318 | 2,746 | 21,568 | 9,099 | ||||
| Adjusted free cash flow | $ | 261,262 | $ | 247,522 | $ | 509,315 | $ | 357,882 |
Adjusted EBITDA Guidance Reconciliation
An itemized reconciliation between projected GAAP net income and projected Adjusted EBITDA is as follows (in millions):
| For the Year Ending<br>December 31, 2026 | |||
|---|---|---|---|
| Projected GAAP net income | $410 | to | $461 |
| Adjustments: | |||
| Accretion of environmental liabilities | 16 | to | 15 |
| Stock-based compensation | 35 | to | 38 |
| Depreciation and amortization | 450 | to | 440 |
| Interest expense, net | 144 | to | 139 |
| Provision for income taxes | 145 | to | 167 |
| Projected Adjusted EBITDA | $1,200 | to | $1,260 |
Adjusted Free Cash Flow Guidance Reconciliation
An itemized reconciliation between projected GAAP net cash from operating activities and projected adjusted free cash flow is as follows (in millions). The Company excludes significant strategic growth investments, which the Company expects to realize future long-term benefits from, as they are not indicative of free cash flow generation for the current period.
| For the Year Ending<br>December 31, 2026 | |||
|---|---|---|---|
| Projected net cash from operating activities | $820 | to | $940 |
| Additions to property, plant and equipment | (465) | to | (525) |
| Cash investments in strategic growth projects | 110 | to | 110 |
| Proceeds from sale and disposal of fixed assets | 15 | to | 15 |
| Projected adjusted free cash flow | $480 | to | $540 |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Conference Call Information
Clean Harbors will conduct a conference call for investors today at 9:00 a.m. (ET) to discuss the information contained in this press release. During the call, management will discuss Clean Harbors’ financial results, business outlook and growth strategy. Investors who wish to listen to the webcast and view the accompanying slides should visit the Investor Relations section of the Company’s website at www.cleanharbors.com. The live call also can be accessed by dialing 877.709.8155 or 201.689.8881 prior to the start time. If you are unable to listen to the live conference call, the webcast will be archived on the Company’s website.
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, manufacturing and refining, as well as numerous government agencies. These customers rely on Clean Harbors to deliver a broad range of services such as end-to-end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling services. Through its Safety-Kleen subsidiary, Clean Harbors also is a leading provider of parts washers and environmental services to commercial, industrial and automotive customers, as well as North America’s largest re-refiner and recycler of used oil. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India. For more information, visit www.cleanharbors.com.
Safe Harbor Statement
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “seeks,” “will,” “should,” “estimates,” “projects,” “may,” “likely,” “potential,” “outlook” or similar expressions. Such statements may include, but are not limited to, statements about the Company’s future financial and operating results, plans, strategy, objectives and goals, cost management initiatives, pricing and productivity initiatives, contingent liabilities, liquidity, business, economic and market conditions, trends, customer demand, impacts of tariffs and new legislation, acquisitions, growth opportunities, expectations, challenges and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of the date of this press release only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation: operational and safety risks; risks relating to the failure of new or existing technologies; cybersecurity risks; the occurrence of natural disasters or other catastrophic events, as well as their residual macroeconomic effects; risks associated with retaining and hiring key personnel; environmental liability and product liability risks relating to hazardous waste management and other components of the Company’s business; negative economic, industry or other developments, including market volatility or economic downturns; risks associated with management’s assumptions relating to expansion of the Company’s landfills; reductions in the demand for emergency response services at industrial facilities or on roadways, railways or waterways, and other remedial projects and regulatory developments; reductions in the demand for oil products and automotive services and volatility in oil prices in the markets the
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Company serves; changes in statutory and regulatory requirements and risks relating to extensive environmental laws and regulations; risks associated with existing and potential litigation; risks associated with the Company’s identification and execution of strategic capital expenditures, acquisitions and divestitures and their related liabilities; risks relating to the availability and sufficiency of the Company’s insurance coverage, self-insurance, surety bonds, letters of credit and other forms of financial assurance; the impact of new tax legislation or changes in tax regulations and interpretations; the imposition of trade sanctions or tariffs; fluctuations in interest rates and foreign currency exchange rates; risks relating to the Company’s indebtedness and covenants in its debt agreements; risks associated with certain anti-takeover provisions under the Massachusetts Business Corporation Act and the Company’s By-Laws, and those items identified as “Risk Factors” in Clean Harbors’ most recently filed reports on Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. Clean Harbors undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its filings with the Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.
Contacts:
| Eric J. Dugas | Jim Buckley |
|---|---|
| EVP and Chief Financial Officer | SVP Investor Relations |
| Clean Harbors, Inc. | Clean Harbors, Inc. |
| 781.792.5100 | 781.792.5100 |
| InvestorRelations@cleanharbors.com | Buckley.James@cleanharbors.com |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| For the Three Months Ended | For the Twelve Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||
| Revenues | $ | 1,499,696 | $ | 1,431,116 | $ | 6,030,837 | $ | 5,889,952 |
| Cost of revenues: | 1,040,728 | 1,003,502 | 4,144,599 | 4,065,713 | ||||
| Selling, general and administrative expenses | 193,894 | 182,039 | 752,534 | 739,629 | ||||
| Accretion of environmental liabilities | 3,616 | 3,317 | 14,326 | 13,456 | ||||
| Depreciation and amortization | 103,012 | 105,290 | 446,006 | 400,922 | ||||
| Income from operations | 158,446 | 136,968 | 673,372 | 670,232 | ||||
| Other income (expense), net | 3,218 | 977 | 5,200 | (1,454) | ||||
| Loss on early extinguishment of debt | (8,277) | (371) | (8,277) | (371) | ||||
| Gain on sale of businesses | 776 | — | 776 | — | ||||
| Interest expense, net | (34,221) | (34,197) | (143,104) | (134,964) | ||||
| Income before provision for income taxes | 119,942 | 103,377 | 527,967 | 533,443 | ||||
| Provision for income taxes | 33,352 | 19,403 | 136,993 | 131,144 | ||||
| Net income | $ | 86,590 | $ | 83,974 | $ | 390,974 | $ | 402,299 |
| Earnings per share: | ||||||||
| Basic | $ | 1.63 | $ | 1.56 | $ | 7.31 | $ | 7.46 |
| Diluted | $ | 1.62 | $ | 1.55 | $ | 7.28 | $ | 7.42 |
| Shares used to compute earnings per share - Basic | 53,188 | 53,857 | 53,509 | 53,902 | ||||
| Shares used to compute earnings per share - Diluted | 53,382 | 54,168 | 53,716 | 54,199 |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Current assets: | ||||
| Cash and cash equivalents | $ | 826,315 | $ | 687,192 |
| Short-term marketable securities | 127,363 | 102,634 | ||
| Accounts receivable, net | 1,044,137 | 1,015,357 | ||
| Unbilled accounts receivable | 160,888 | 162,215 | ||
| Inventories and supplies | 372,088 | 384,657 | ||
| Prepaid expenses and other current assets | 116,452 | 81,741 | ||
| Total current assets | 2,647,243 | 2,433,796 | ||
| Property, plant and equipment, net | 2,541,067 | 2,447,941 | ||
| Other assets: | ||||
| Operating lease right-of-use assets | 255,084 | 250,853 | ||
| Goodwill | 1,479,050 | 1,477,199 | ||
| Permits and other intangibles, net | 653,027 | 701,987 | ||
| Other long-term assets | 48,585 | 65,502 | ||
| Total other assets | 2,435,746 | 2,495,541 | ||
| Total assets | $ | 7,624,056 | $ | 7,377,278 |
| Current liabilities: | ||||
| Current portion of long-term debt | $ | 12,600 | $ | 15,102 |
| Accounts payable | 506,592 | 487,286 | ||
| Deferred revenue | 81,529 | 88,545 | ||
| Accrued expenses and other current liabilities | 441,788 | 419,445 | ||
| Current portion of closure, post-closure and remedial liabilities | 19,112 | 20,625 | ||
| Current portion of operating lease liabilities | 75,226 | 71,663 | ||
| Total current liabilities | 1,136,847 | 1,102,666 | ||
| Other liabilities: | ||||
| Closure and post-closure liabilities, less current portion | 125,038 | 119,484 | ||
| Remedial liabilities, less current portion | 86,547 | 101,424 | ||
| Long-term debt, less current portion | 2,763,563 | 2,771,117 | ||
| Operating lease liabilities, less current portion | 184,308 | 182,883 | ||
| Deferred tax liabilities | 384,207 | 363,623 | ||
| Other long-term liabilities | 197,886 | 162,552 | ||
| Total other liabilities | 3,741,549 | 3,701,083 | ||
| Total stockholders’ equity, net | 2,745,660 | 2,573,529 | ||
| Total liabilities and stockholders’ equity | $ | 7,624,056 | $ | 7,377,278 |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For the Year Ended | ||||
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 390,974 | $ | 402,299 |
| Adjustments to reconcile net income to net cash from operating activities: | ||||
| Depreciation and amortization | 446,006 | 400,922 | ||
| Allowance for doubtful accounts | 8,079 | 8,129 | ||
| Amortization of deferred financing costs and debt discount | 6,317 | 6,321 | ||
| Accretion of environmental liabilities | 14,326 | 13,456 | ||
| Changes in environmental liability estimates | (10,108) | 4,139 | ||
| Deferred income taxes | 25,763 | 18,437 | ||
| Other (income) expense, net | (5,200) | 1,454 | ||
| Stock-based compensation | 32,702 | 27,981 | ||
| Loss on early extinguishment of debt | 8,277 | 371 | ||
| Gain on sale of businesses | (776) | — | ||
| Environmental expenditures | (16,099) | (27,522) | ||
| Changes in assets and liabilities, net of acquisitions: | ||||
| Accounts receivable and unbilled accounts receivable | (31,849) | (28,822) | ||
| Inventories and supplies | 12,461 | (49,588) | ||
| Other current and non-current assets | (42,372) | (57,220) | ||
| Accounts payable | 23,382 | 12,327 | ||
| Other current and long-term liabilities | 4,842 | 45,087 | ||
| Net cash from operating activities | 866,725 | 777,771 | ||
| Cash flows used in investing activities: | ||||
| Additions to property, plant and equipment | (424,918) | (432,241) | ||
| Proceeds from sale and disposal of fixed assets | 21,568 | 9,099 | ||
| Acquisitions, net of cash acquired | — | (478,011) | ||
| Proceeds from sale of businesses, net of transaction costs | 4,275 | 750 | ||
| Additions to intangible assets including costs to obtain or renew permits | (3,648) | (9,607) | ||
| Purchases of available-for-sale securities | (116,681) | (117,861) | ||
| Proceeds from sale of available-for-sale securities | 93,618 | 124,197 | ||
| Net cash used in investing activities | (425,786) | (903,674) | ||
| Cash flows (used in) from financing activities: | ||||
| Change in uncashed checks | 3,563 | (1,473) | ||
| Tax payments related to withholdings on vested restricted stock | (15,834) | (13,759) | ||
| Repurchases of common stock | (250,002) | (55,178) | ||
| Deferred financing costs paid | (16,216) | (8,954) | ||
| Payments on finance leases | (33,113) | (30,886) | ||
| Proceeds from employee stock purchase plan | 7,158 | 3,009 | ||
| Principal payments on debt | (2,009,898) | (15,102) | ||
| Proceeds from issuance of debt, net of discount | 2,005,000 | 499,375 | ||
| Net cash (used in) from financing activities | (309,342) | 377,032 | ||
| Effect of exchange rate change on cash | 7,526 | (8,635) | ||
| Increase in cash and cash equivalents | 139,123 | 242,494 | ||
| Cash and cash equivalents, beginning of year | 687,192 | 444,698 | ||
| Cash and cash equivalents, end of year | $ | 826,315 | $ | 687,192 |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
| Supplemental information: | ||||
|---|---|---|---|---|
| Cash payments for interest and income taxes: | ||||
| Interest paid | $ | 157,263 | $ | 153,059 |
| Income taxes paid, net of refunds | 117,904 | 130,606 | ||
| Non-cash investing activities: | ||||
| Property, plant and equipment accrued | 33,332 | 43,750 |
Supplemental Segment Data (in thousands)
| For the Three Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | December 31, 2025 | December 31, 2024 | ||||||||||
| Third Party Revenues | Intersegment Revenues (Expenses), net | Direct Revenues | Third Party Revenues | Intersegment Revenues (Expenses), net | Direct Revenues | |||||||
| Environmental Services | $ | 1,290,677 | $ | 10,165 | $ | 1,300,842 | $ | 1,214,098 | $ | 11,569 | $ | 1,225,667 |
| Safety-Kleen Sustainability Solutions | 209,019 | (10,165) | 198,854 | 216,908 | (11,569) | 205,339 | ||||||
| Corporate | — | — | — | 110 | — | 110 | ||||||
| Total | $ | 1,499,696 | $ | — | $ | 1,499,696 | $ | 1,431,116 | $ | — | $ | 1,431,116 |
| For the Twelve Months Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | December 31, 2025 | December 31, 2024 | ||||||||||
| Third Party Revenues | Intersegment Revenues (Expenses), net | Direct Revenues | Third Party Revenues | Intersegment Revenues (Expenses), net | Direct Revenues | |||||||
| Environmental Services | $ | 5,146,354 | $ | 46,936 | $ | 5,193,290 | $ | 4,960,325 | $ | 44,422 | $ | 5,004,747 |
| Safety-Kleen Sustainability Solutions | 884,297 | (46,936) | 837,361 | 929,220 | (44,422) | 884,798 | ||||||
| Corporate | 186 | — | 186 | 407 | — | 407 | ||||||
| Total | $ | 6,030,837 | $ | — | $ | 6,030,837 | $ | 5,889,952 | $ | — | $ | 5,889,952 |
| For the Three Months Ended | For the Twelve Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Adjusted EBITDA | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||
| Environmental Services | $ | 335,762 | $ | 310,570 | $ | 1,343,776 | $ | 1,267,462 | ||||
| Safety-Kleen Sustainability Solutions | 29,952 | 24,604 | 137,454 | 147,006 | ||||||||
| Corporate | (87,025) | (77,965) | (311,291) | (297,534) | ||||||||
| Total | $ | 278,689 | $ | 257,209 | $ | 1,169,939 | $ | 1,116,934 |
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com