UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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TABLE OF CONTENTS
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| EX-1.1 |
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| EX-4.1 |
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| EX-4.2 |
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| EX-4.3 |
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| EX-5.1 |
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| EX-23.1 |
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| EX-104 |
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| Item 8.01 | OTHER EVENTS. |
On June 22, 2026, Republic Services, Inc. (the “Company”) agreed to sell $700,000,000 aggregate principal amount of its 4.750% notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of its 5.000% notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated June 22, 2026 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about June 26, 2026, subject to customary closing conditions.
Each series of Notes will be issued pursuant to that certain Indenture, dated November 25, 2009 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Seventeenth Supplemental Indenture, to be dated on or about June 26, 2026, between the Company and the Trustee (the “Seventeenth Supplemental Indenture”). The offer and sale of the Notes was registered under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 (No. 333-286741).
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The form of Seventeenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of 2031 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K. The form of 2036 Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K. In connection with the issuance of the Notes, the opinion of Covington & Burling LLP with respect to the validity of the Notes is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REPUBLIC SERVICES, INC. | ||||||
| Date: June 23, 2026 | By: | /s/ Elyse M. Carlsen | ||||
| Elyse M. Carlsen | ||||||
| Vice President and Chief Accounting Officer | ||||||
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