WM

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Adjusted operating EBITDA rose 5.5% to $2.067 billion, with adjusted margin expanding 40 basis points to 30.9%.
• Cash flow from operations increased nearly 12% to $1.73 billion; free cash flow rose 34.5% to $1.10 billion.
• Company returned $1.04 billion to shareholders via $659 million in buybacks and $379 million in dividends.
• 2026 outlook: revenue now $26.275–$26.475 billion, adjusted operating EBITDA $8.15–$8.25 billion, free cash flow $3.75–$3.85 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All nine director nominees were elected, with each receiving over 283 million votes for.
• Shareholders ratified Ernst & Young LLP as independent auditor for fiscal year 2026.
• Advisory vote on executive compensation passed with 281,781,929 votes for.
• Approved amended Employee Stock Purchase Plan increasing authorized shares, effective May 12, 2026.

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• John J. Morris, Jr. voluntarily resigned from the COO position but remains President.
• Rafael E. Carrasco, Senior Vice President, Enterprise Strategy and President, WM Healthcare Solutions, will retire as of July 17, 2026, after 10 years of service.
• Hemmer's annual base salary increased to $850,000, with target annual cash incentive at 105% of base salary, and an RSU award of $575,000 granted on May 20, 2026.
• With Carrasco's retirement, the WM Healthcare Solutions business will report directly to John Morris.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Operating EBITDA was $1,848 million (29.7% margin), up from $1,704 million (28.3% margin) in the prior year.
• Diluted EPS was $1.79 as reported, compared to $1.58 in Q1 2025.
• Cash flow from operations rose 24% to $1.5 billion; free cash flow was $920 million, up from $475 million.
• Company reaffirmed its full-year financial outlook and returned $729 million to shareholders via dividends and buybacks.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment modifies the definitions of EBIT and EBITDA to allow add-back of equity-based compensation and interest accretion as non-cash items for the leverage ratio financial covenant calculation.
• The change is intended to enhance comparability by aligning with how certain industry peers treat these non-cash items in covenant calculations.
• The amendment involves the Company, Waste Management of Canada Corporation, WM Quebec Inc., Waste Management Holdings, Inc., and Bank of America, N.A. as Administrative Agent.
• The full text of the amendment is filed as Exhibit 10.1 to the Form 8-K.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• She served as executive advisor at her prior base salary through March 13, 2026.
• On March 13, 2026, she received a $1 million cash bonus for leadership in CFO transition and Healthcare Solutions integration.
• The bonus is in addition to her 2025 annual cash incentive award payout.
• The bonus was paid under a letter agreement dated March 13, 2026, filed as Exhibit 10.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• On March 3, 2026, Waste Management granted PSUs, stock options, and annual cash incentive awards to its CEO, CFO, and other named executive officers.
• Stock option grants range from 8,405 to 57,034 shares, with an exercise price of $241.55 and a 10-year term, vesting over three years.
• Annual cash incentive awards are targeted at a percentage of base salary, with payouts from 0% to 200% based on operating EBITDA, income from operations margin, and internal revenue growth.
• Awards are subject to forfeiture, proration, or accelerated vesting depending on termination circumstances, including death, disability, retirement, or change in control.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits