WASTE MANAGEMENT INC

Regulatory Filings • Nov 20, 2025

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 20, 2025

Waste Management, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12154	73-1309529
(State
or Other Jurisdiction of Incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

| 800
Capitol Street , Suite
3000 , Houston , Texas | 77002 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

Registrant’s Telephone number, including area code: ( 713 ) 512-6200

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(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)) |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common
Stock, $0.01 par value	WM	New
York Stock Exchange

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. ¨

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Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On November 20, 2025, Waste Management, Inc. (the “Company”) sent a notice to its directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR that the Waste Management Retirement Savings Plan (the “Plan”) will be changing recordkeepers, effective January 1, 2026. As a result of this change, there will be a “blackout period” imposed on participants in the Plan. During the blackout period, participants will be unable to change contribution rates, direct or diversify investments in individual accounts (including accounts invested in the Company common stock fund), obtain a loan from the Plan, obtain a hardship or other withdrawal, or obtain a distribution from the Plan. The blackout period is expected to begin at 4:00 p.m. ET on December 24, 2025, and is expected to end during the week of January 18, 2026. The notice informed them of the blackout period, during which they are not permitted, directly or indirectly, to purchase, sell or otherwise acquire or transfer any equity security of the Company if the director or executive officer would acquire or previously acquired such equity security in connection with service or employment as a director or executive officer of the Company.

During the blackout period and for two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the blackout period by submitting a request to 800 Capitol Street, Suite 3000, Houston, Texas 77002, Attn: Corporate Secretary; 713.512.6393.

A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit Number	Description
99.1	Notice provided to directors and executive officers of Waste Management, Inc. on November 20, 2025.
104	Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)

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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.

WASTE MANAGEMENT, INC.

Date: November 20, 2025
Courtney A. Tippy
Vice President & Corporate Secretary

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