WM / Waste Management, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Waste Management, Inc.
US ˙ NYSE ˙ US94106L1098

Statistik Asas
LEI 549300YX8JIID70NFS41
CIK 823768
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Waste Management, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
August 27, 2025 8-K

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): August 21, 2025 Waste Management, Inc. (Exact Nam

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): August 21, 2025 Waste Management, Inc.

August 27, 2025 EX-10.1

Long Term Incentive Compensation RSU Award Agreement under the Waste Management, Inc. 2023 Stock Incentive Plan

Exhibit 10.1 Long Term Incentive Compensation RSU Award Agreement under the Waste Management, Inc. 2023 Stock Incentive Plan This Award Agreement (this “Agreement”) is entered into effective as of [•] (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”) (together with its Subsidiaries and Affiliates, “WM”), and [•] (“Employee”). At all times, the Awards

August 22, 2025 8-K

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): August 21, 2025 Waste Management, Inc. (Exact Nam

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): August 21, 2025 Waste Management, Inc.

August 22, 2025 EX-99.1

WM CFO Devina Rankin to Retire David Reed to Succeed Rankin

EXHIBIT 99.1 WM CFO Devina Rankin to Retire David Reed to Succeed Rankin Houston — August 21, 2025 — WM (NYSE: WM) announced that Devina Rankin, executive vice president and chief financial officer, is planning to retire. After nearly 23 successful years with the company, Rankin has decided to dedicate focus to her long-standing passions for education and not-for-profit service. She will transitio

July 31, 2025 EX-25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) California 95-357

July 31, 2025 S-3ASR

As filed with the Securities and Exchange Commission on July 31, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 31, 2025 Registration Number 333-         UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 31, 2025 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 WASTE MANAGEMENT INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Debt Securities of Waste Management, Inc.

July 31, 2025 EX-25.2

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) California 95-357

July 29, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Managem

July 29, 2025 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

July 29, 2025 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of June 30, 2025, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issued by

July 29, 2025 EX-10.1

First Amendment to First Amended and Restated Employment Agreement by and between USA Waste-Management Resources, LLC and John J. Morris, Jr.

Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to the First Amended and Restated Employment Agreement dated December 22, 2017 (“Agreement”) is made and entered into on this May 14, 2025, by and between USA Waste-Management Resources, LLC, (“UWMR”) for itself and on behalf of Waste Management, Inc. (“WMI”) and its subsidiaries and affiliated entities (collectively, “Compa

July 29, 2025 EX-4.2

Form of 3.875% Senior Note due 2029.

Exhibit 4.2 BOOK-ENTRY SECURITY THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRA

July 28, 2025 8-K

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): July 28, 2025 Waste Management, Inc. (Exact Name

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): July 28, 2025 Waste Management, Inc.

July 28, 2025 EX-99.1

WM Announces Second Quarter 2025 Earnings Robust Income from Operations Growth in the Quarter Drives More Than 33% Increase in Net Cash Provided by Operating Activities WM Releases 2025 Sustainability Report, Highlighting the Company’s Investments in

Exhibit 99.1 WM Announces Second Quarter 2025 Earnings Robust Income from Operations Growth in the Quarter Drives More Than 33% Increase in Net Cash Provided by Operating Activities WM Releases 2025 Sustainability Report, Highlighting the Company’s Investments in Advancing Innovative Environmental Solutions Houston — July 28, 2025 — WM (NYSE: WM) today announced financial results for the quarter e

June 27, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ◻ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 WASTE MANAG

June 24, 2025 8-K

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): June 24, 2025 Waste Management, Inc. (Exact Name

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): June 24, 2025 Waste Management, Inc.

June 24, 2025 EX-99.2

•••• ••• ••• ••• •••• ••• •••• ✓✓✓ ✓✓✓ ✓✓✓ ••• ••• NOTE: Please refer to the yellow box in the upper right corner for Work in Progress (WIP) notes; slide design subject to change ••• • •• ••• •• •• •• • • •••• ••••••• •••• •••• • • • ✓ ✓ ✓ •••• ••••

Exhibit 99.2 •• ••• •••• ••• •••• ••• ••• •••• ••• ••• •••• ✓✓✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓ ••• ••• ••• NOTE: Please refer to the yellow box in the upper right corner for Work in Progress (WIP) notes; slide design subject to change ••• • •• ••• •• •• •• • • •••• ••••••• •••••• ••••• ••••••• •••• •••• • • • ✓ ✓ ✓ •••• •••• •••• •••• ✓✓✓✓✓ •• • •• • • • • • •••• •• ••

June 24, 2025 EX-99.1

WM Hosts 2025 Investor Day

EX-99.1 2 tm2518434d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WM Hosts 2025 Investor Day Houston — June 24, 2025 — WM (NYSE: WM) will host its Investor Day at the New York Stock Exchange today beginning at 8:30 a.m. EDT to provide an in-depth review of the Company’s long-term vision, growth strategies, and operational and financial objectives. The event will feature presentations and question and answ

May 22, 2025 424B3

WASTE MANAGEMENT, INC. Offer to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Registered Notes

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-287083 WASTE MANAGEMENT, INC. Offer to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Registered Notes REGISTERED NOTES RESTRICTED NOTES $485,084,000 3.875% Senior Notes due 2029 (CUSIP No. 94106LCA5) $485,084,000

May 20, 2025 CORRESP

Waste management, inc. WASTE MANAGEMENT HOLDINGS, INC. 800 Capitol Street, Suite 3000 Houston, Texas 77002

Waste management, inc. WASTE MANAGEMENT HOLDINGS, INC. 800 Capitol Street, Suite 3000 Houston, Texas 77002 May 20, 2025 Via EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Waste Management, Inc. Registration Statement on Form S-4 Filed May 8, 2025 File No. 333-287083 Ladies and Gentlemen: In connection with the above referenced Registration Statement (t

May 20, 2025 CORRESP

waste management, inc. WASTE MANAGEMENT HOLDINGS, INC. 800 Capitol Street, Suite 3000 Houston, Texas 77002

CORRESP 1 filename1.htm waste management, inc. WASTE MANAGEMENT HOLDINGS, INC. 800 Capitol Street, Suite 3000 Houston, Texas 77002 May 20, 2025 Via EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Request for Acceleration of Effectiveness of Waste Management, Inc.’s and Waste Management Holdings, Inc.’s Registration Statem

May 14, 2025 EX-99.1

WM Names John Morris President

EXHIBIT 99.1 WM Names John Morris President Houston — May 14, 2025 — WM (NYSE: WM) announced that its Board of Directors has appointed John J. Morris, Jr. to the position of President, reporting to Jim Fish, the company’s Chief Executive Officer. Morris also retains his existing role as Chief Operating Officer. Morris will maintain responsibility for all field operations, and the company’s Chief O

May 14, 2025 8-K

Submission of Matters to a Vote of Security Holders

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): May 13, 2025 Waste Management, Inc.

May 14, 2025 8-K

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): May 14, 2025 Waste Management, Inc. (Exact Name o

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): May 14, 2025 Waste Management, Inc.

May 8, 2025 EX-25.1

Statement of Eligibility of Trustee on Form T-1.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) California 95-357

May 8, 2025 EX-99.1

Form of Letter of Transmittal.

Exhibit 99.1 WASTE MANAGEMENT, INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE $485,084,000 PRINCIPAL AMOUNT OF ITS 3.875% SENIOR NOTES DUE 2029 (CUSIP NUMBER 94106LCA5), THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 3.875% SENIOR NOTES DUE 2029 (CUSIP NUMBERS 94106LBZ1 AND U94106AK4) THE EXCHANGE OFFER AND WITHDRAWAL RIGH

May 8, 2025 S-4

As filed with the Securities and Exchange Commission on May 8, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

May 8, 2025 EX-FILING FEES

Filing Fee Table.

Calculation of Filing Fee Tables S-4 WASTE MANAGEMENT INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 3.

April 29, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Manage

April 29, 2025 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

April 29, 2025 EX-10.4

Form of 2025 Long Term Incentive Compensation RSU Award Agreement.

EXHIBIT 10.4 Long Term Incentive Compensation RSU Award Agreement under the Waste Management, Inc. 2023 Stock Incentive Plan This Award Agreement (this “Agreement”) is entered into effective as of [●] (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”) (together with its Subsidiaries and Affiliates, “WM”), and [●] (“Employee”). At all times, the Awards

April 29, 2025 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of March 31, 2025, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issued b

April 28, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 28, 2025 Waste Management, Inc.

April 28, 2025 EX-99.1

WM Announces First Quarter 2025 Earnings Strong Operational Performance Combined with WM Healthcare Solutions Results Deliver Outsized Growth WM Adds Two Recycling Automation Projects in Key Markets During the Quarter

EXHIBIT 99.1 WM Announces First Quarter 2025 Earnings Strong Operational Performance Combined with WM Healthcare Solutions Results Deliver Outsized Growth WM Adds Two Recycling Automation Projects in Key Markets During the Quarter Houston — April 28, 2025 — WM (NYSE: WM) today announced financial results for the quarter ended March 31, 2025. Three Months Ended Three Months Ended March 31, 2025 (in

April 1, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 1, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

February 28, 2025 EX-10.2

Form of 2025 Long Term Incentive Compensation Stock Option Award Agreement

Exhibit 10.2 Long Term Incentive Compensation Stock Option Award Agreement under the Waste Management, Inc. 2023 Stock Incentive Plan This Award Agreement (this “Agreement”) is entered into effective as of [●] (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”) (together with its Subsidiaries and Affiliates, “WM”), and [●] (“Employee”). At all times, t

February 28, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 25, 2025 Waste Management, Inc.

February 28, 2025 EX-10.3

Form of 2025 Executive Officer Annual Incentive Award Agreement

EXHIBIT 10.3 EXECUTIVE OFFICER ANNUAL INCENTIVE PROGRAM 2025 Executive Officer Annual Incentive Award Agreement This Executive Officer Annual Incentive Award (the “Award”) is granted on February 25, 2025 (the “Award Date”), by USA Waste-Management Resources, LLC, for itself and on behalf of Waste Management, Inc. (“WMI”) and its applicable subsidiaries and affiliated entities (collectively the “Co

February 28, 2025 EX-10.1

Form of 2025 Long Term Incentive Compensation PSU Award Agreement

EXHIBIT 10.1 Long Term Incentive Compensation PSU Award Agreement under the Waste Management, Inc. 2023 Stock Incentive Plan This Award Agreement (this “Agreement”) is entered into effective as of [●] (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”) (together with its Subsidiaries and Affiliates, “WM”), and [●] (“Employee”). At all times, the Awards

February 19, 2025 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 Entity Name Jurisdiction of Formation / Incorporation 635952 Ontario Inc. Ontario ADS Renewable Energy - Stones Throw, LLC Delaware ADS Renewable Energy - Wolf Creek, LLC Delaware ADS Solid Waste of NJ, Inc. New Jersey Advanced Disposal Acquisition Sub, LLC Delaware Advanced Disposal Recycling Services Atlanta, LLC Delaware Advanced Disposal Recycling Services Gulf Coast, LLC Delaware

February 19, 2025 EX-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.

Exhibit 4.16 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,500,000,000 4.950% Senior Notes due 2035 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by

February 19, 2025 EX-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 2028.

Exhibit 4.8 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New

February 19, 2025 EX-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.

Exhibit 4.9 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New

February 19, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission file number

February 19, 2025 EX-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.

Exhibit 4.10 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New

February 19, 2025 EX-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.

Exhibit 4.12 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New

February 19, 2025 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of December 31, 2024, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issue

February 19, 2025 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

February 19, 2025 EX-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.

Exhibit 4.15 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $750,000,000 4.800% Senior Notes due 2032 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by W

February 19, 2025 EX-19.1

Insider Trading Policy

Exhibit 19.1 INSIDER TRADING POLICY Purpose: Waste Management, Inc., together with its subsidiaries and affiliates (the “Company”), has adopted this policy (this “Policy”) to provide guidelines to support compliance with insider trading laws. This Policy prohibits transacting in securities while in possession of material non-public information regarding the issuer of those securities, as described

February 19, 2025 EX-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 request.

Exhibit 4.7 Schedule of Officers’ Certificates delivered pursuant to Section 301 of the Indenture dated September 10, 1997 by and between Waste Management, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, establishing the terms and form of Waste Management, Inc.’s Outstanding Senior Notes Principal Amount Issued Principal Amount Outstanding Interest Rate (per annum) Issue Date

February 19, 2025 EX-4.6

Description of Waste Management, Inc.’s Common Stock.

EXHIBIT 4.6 DESCRIPTION OF WASTE MANAGEMENT, INC.’S COMMON STOCK The following is a description of Waste Management, Inc. (“WM”) common stock, based on WM’s Fourth Restated Certificate of Incorporation (“Certificate of Incorporation”), WM’s Amended and Restated By-laws (“By-laws”) and applicable law, including the General Corporation Law of the State of Delaware (“DGCL”). This description is a sum

February 19, 2025 EX-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.

Exhibit 4.11 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New

February 19, 2025 EX-10.10

Amendment No. 1 to Seventh Amended and Restated Revolving Credit Agreement dated as of November 22, 2024.

Exhibit 10.10 Execution Version Amendment No. 1 to Credit Agreement This Amendment No. 1 to Credit Agreement, dated as of November 22, 2024 (this “Amendment”) is made among WASTE MANAGEMENT, INC., a Delaware corporation (the “Company”), WASTE MANAGEMENT OF CANADA CORPORATION, a Nova Scotia unlimited company (“WMOCC”), and WM QUEBEC INC., a corporation incorporated under the laws of Canada (“WMQ”,

February 19, 2025 EX-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.

Exhibit 4.17 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,250,000,000 5.350% Senior Notes due 2054 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by

February 19, 2025 EX-4.13

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 2028.

Exhibit 4.13 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,000,000,000 4.500% Senior Notes due 2028 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by

February 19, 2025 EX-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.

Exhibit 4.14 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $700,000,000 4.650% Senior Notes due 2030 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by W

January 30, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 29, 2025 Waste Management, Inc.

January 30, 2025 EX-99.1

WM Announces Fourth Quarter and Full-Year 2024 Earnings Solid Waste Business Growth Drives Company-Best Full-Year Operating EBITDA and Margin Four Renewable Natural Gas Facilities Commissioned in the Fourth Quarter; Overall Production Expected to Mor

EXHIBIT 99.1 WM Announces Fourth Quarter and Full-Year 2024 Earnings Solid Waste Business Growth Drives Company-Best Full-Year Operating EBITDA and Margin Four Renewable Natural Gas Facilities Commissioned in the Fourth Quarter; Overall Production Expected to More Than Double from 2024 to 2025 Actively Integrating and Optimizing Stericycle for Growth and Now Expecting $250 Million in Synergies 202

November 8, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 8, 2024 Waste Management, Inc.

November 8, 2024 EX-4.2

Officers’ Certificate, dated as of November 8, 2024, delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 3.875% Senior Notes due 2029.

Exhibit 4.2 Execution Version WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 8, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.            This Officers’ Certificate (this “Certificate”) is

November 8, 2024 EX-4.5

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].

Exhibit 4.5 Execution Version REGISTRATION RIGHTS AGREEMENT November 8, 2024 This REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2024 (this “Agreement”), is entered into by and among Waste Management, Inc., a Delaware corporation (the “Company”), Waste Management Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Guarantor”), Barclays Capital Inc., Deut

November 8, 2024 EX-4.4

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].

Exhibit 4.4 Execution Version GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $485,084,000 3.875% Senior Notes due 2029 November 8, 2024 GUARANTEE, dated as of November 8, 2024 (as amended from time to time, this “Guara

November 7, 2024 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

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 5, 2024 Waste Management, Inc.

November 4, 2024 8-K

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 4, 2024 Waste Management, Inc. (Exact Na

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 4, 2024 Waste Management, Inc.

November 4, 2024 EX-99.1

WM Completes Acquisition of Stericycle WM’s Acquisition Expands its Comprehensive Environmental Solutions into the Growing Healthcare Market While Advancing the Company’s Sustainability Commitments

Exhibit 99.1 WM Completes Acquisition of Stericycle WM’s Acquisition Expands its Comprehensive Environmental Solutions into the Growing Healthcare Market While Advancing the Company’s Sustainability Commitments HOUSTON– November 4, 2024 – WM (NYSE: WM) today announced it completed its acquisition of Stericycle, Inc. (NASDAQ: SRCL). The previously announced purchase price of $62.00 per share in cas

November 1, 2024 8-K

Regulation FD Disclosure

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): October 30, 2024 Waste Management, Inc.

October 31, 2024 EX-4.15

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.950% Senior Notes due 2035.

Exhibit 4.15 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,500,000,000 4.950% Senior Notes due 2035 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by

October 31, 2024 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 WASTE MANAGEMENT INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4.

October 31, 2024 424B5

$5,200,000,000 $1,000,000,000 4.500% Senior Notes due 2028 $700,000,000 4.650% Senior Notes due 2030 $750,000,000 4.800% Senior Notes due 2032 $1,500,000,000 4.950% Senior Notes due 2035 $1,250,000,000 5.350% Senior Notes due 2054

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration File No. 333-264493 Prospectus Supplement (To Prospectus dated April 26, 2022) $5,200,000,000 $1,000,000,000 4.500% Senior Notes due 2028 $700,000,000 4.650% Senior Notes due 2030 $750,000,000 4.800% Senior Notes due 2032 $1,500,000,000 4.950% Senior Notes due 2035 $1,250,000,000 5.350% Senior Notes due 2054 We are offering $5,200,0

October 31, 2024 EX-4.14

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.800% Senior Notes due 2032.

Exhibit 4.14 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $750,000,000 4.800% Senior Notes due 2032 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by W

October 31, 2024 EX-4.13

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.650% Senior Notes due 2030.

Exhibit 4.13 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $700,000,000 4.650% Senior Notes due 2030 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by W

October 31, 2024 EX-4.6

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 5.350% Senior Notes due 2054.

Exhibit 4.6 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.            This Officers’ Certificate (this “Certificate”) is delivered to The

October 31, 2024 EX-4.5

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.950% Senior Notes due 2035.

Exhibit 4.5 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.            This Officers’ Certificate (this “Certificate”) is delivered to The

October 31, 2024 EX-4.3

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.650% Senior Notes due 2030.

Exhibit 4.3 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.            This Officers’ Certificate (this “Certificate”) is delivered to The

October 31, 2024 EX-4.16

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 5.350% Senior Notes due 2054.

Exhibit 4.16 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,250,000,000 5.350% Senior Notes due 2054 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by

October 31, 2024 EX-4.4

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.800% Senior Notes due 2032.

Exhibit 4.4 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.          This Officers’ Certificate (this “Certificate”) is delivered to The Ba

October 31, 2024 EX-4.2

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.500% Senior Notes due 2028.

Exhibit 4.2 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 November 4, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.             This Officers’ Certificate (this “Certificate”) is delivered to The

October 31, 2024 EX-1.1

Underwriting Agreement dated October 30, 2024 by and among the Company, WM Holdings and J.P. Morgan Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version Waste Management, Inc. $1,000,000,000 4.500% Senior Notes due 2028 $700,000,000 4.650% Senior Notes due 2030 $750,000,000 4.800% Senior Notes due 2032 $1,500,000,000 4.950% Senior Notes due 2035 $1,250,000,000 5.350% Senior Notes due 2054 Underwriting Agreement New York, New York October 30, 2024 To the Representatives named in Schedule II hereto of the Underwriters n

October 31, 2024 EX-4.12

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.500% Senior Notes due 2028.

Exhibit 4.12 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,000,000,000 4.500% Senior Notes due 2028 November 4, 2024 GUARANTEE, dated as of November 4, 2024 (as amended from time to time, this “Guarantee”), made by

October 31, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): October 30, 2024 Waste Management, Inc.

October 30, 2024 FWP

Pricing Term Sheet $1,000,000,000 4.500% Senior Notes due 2028 $700,000,000 4.650% Senior Notes due 2030 $750,000,000 4.800% Senior Notes due 2032 $1,500,000,000 4.950% Senior Notes due 2035 $1,250,000,000 5.350% Senior Notes due 2054

FWP 1 tm2426919d3fwp.htm FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated October 30, 2024 relating to the Preliminary Prospectus Supplement dated October 30, 2024 to Prospectus dated April 26, 2022 Registration Statement No. 333-264493 Pricing Term Sheet $1,000,000,000 4.500% Senior Notes due 2028 $700,000,000 4.650% Senior Notes due 2030 $750,000,000 4.800% Senior Notes due 20

October 30, 2024 424B3

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

October 28, 2024 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

October 28, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Ma

October 28, 2024 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of September 30, 2024, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issu

October 28, 2024 EX-10.2

Form of 2024 Long Term Incentive Compensation Award Agreement RSU Award Agreement (U.S.) (Three-Year Step Vest).

EXHIBIT 10.2 2024 Long Term Incentive Compensation Award Agreement RSU Award (U.S.)(Three-Year Step Vest) under the Waste Management, Inc. 2023 Stock Incentive Plan This Award Agreement (this “Agreement”) is entered into effective as of [DATE] (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”) (together with its Subsidiaries and Affiliates, “WM”), and

October 28, 2024 EX-99.1

WM Announces Third Quarter 2024 Earnings Strong Organic Revenue Growth and Cost Optimization Drive Record Results The Company Now Expects to Deliver Adjusted Operating EBITDA Near the Upper End of 2024 Guidance Accretive Acquisitions, Sustainability

EXHIBIT 99.1 For Immediate Release WM Announces Third Quarter 2024 Earnings Strong Organic Revenue Growth and Cost Optimization Drive Record Results The Company Now Expects to Deliver Adjusted Operating EBITDA Near the Upper End of 2024 Guidance Accretive Acquisitions, Sustainability Investments, and Continued Growth from Core Solid Waste Position WM for Another Strong Year in 2025 Houston — Oct.

October 28, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 28, 2024 Waste Management, Inc.

September 24, 2024 8-K

Other Events

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): September 23, 2024 Waste Management, Inc.

September 10, 2024 EX-99.1

#  #  #

Exhibit 99.1 For Immediate Release WM Announces Private Exchange Offer and Consent Solicitation for any and all of Stericycle, Inc.’s $500 million Outstanding 3.875% Senior Notes Due 2029 HOUSTON – September 10, 2024 – Waste Management, Inc., a Delaware corporation (NYSE: WM) (“WM”), announced today that it has commenced a private offer to exchange (the “Exchange Offer”) any and all of the $500 mi

September 10, 2024 8-K

Financial Statements and Exhibits, Other Events

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): September 10, 2024 Waste Management, Inc.

September 6, 2024 8-K

Other Events

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): September 5, 2024 Waste Management, Inc.

September 3, 2024 EX-10.1

Term Credit Agreement dated as of August 28, 2024 by and among Waste Management, Inc., Waste Management Holdings, Inc., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

EXHIBIT 10.1 EXECUTION VERSION TERM CREDIT AGREEMENT dated as of August 28, 2024, by and among WASTE MANAGEMENT, INC., as the Borrower, WASTE MANAGEMENT HOLDINGS, INC., as Guarantor, the BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMorgan chase bank, n.a., as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page §1. DEFINITIONS AND RULES OF INTERPRETATION 1 §

September 3, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 28, 2024 Waste Management, Inc.

July 25, 2024 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of June 30, 2024, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issued by

July 25, 2024 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

July 25, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Managem

July 25, 2024 EX-4.1

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 2027.

Exhibit 4.1 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 July 3, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New York

July 25, 2024 EX-4.4

Guarantee Agreement by WM Holdings 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 2031.

Exhibit 4.4 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $750,000,000 4.950% Senior Notes due 2031 July 3, 2024 GUARANTEE, dated as of July 3, 2024 (as amended from time to time, this “Guarantee”), made by Waste Mana

July 25, 2024 EX-4.3

Guarantee Agreement by WM Holdings 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 2027.

Exhibit 4.3 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $750,000,000 4.950% Senior Notes due 2027 July 3, 2024 GUARANTEE, dated as of July 3, 2024 (as amended from time to time, this “Guarantee”), made by Waste Mana

July 25, 2024 EX-4.2

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 2031.

Exhibit 4.2 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 July 3, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New York

July 24, 2024 EX-99.1

WM Announces Second Quarter 2024 Earnings Robust Growth in the Collection and Disposal Business Powers Strong Operating EBITDA and Margin The Company Closed More than $750 Million of Solid Waste Acquisitions Through July

EXHIBIT 99.1 For Immediate Release WM Announces Second Quarter 2024 Earnings Robust Growth in the Collection and Disposal Business Powers Strong Operating EBITDA and Margin The Company Closed More than $750 Million of Solid Waste Acquisitions Through July Houston — Jul. 24, 2024 — WM (NYSE: WM) today announced financial results for the quarter ended June 30, 2024. Three Months Ended Three Months E

July 24, 2024 EX-99.2

CONFIDENTIAL AND PROPRIETARY INFORMATION OF WM WM’s Acquisition of Stericycle – Framing the Strategic Rationale Supplemental Presentation July 24, 2024

Exhibit 99.2 CONFIDENTIAL AND PROPRIETARY INFORMATION OF WM WM’s Acquisition of Stericycle – Framing the Strategic Rationale Supplemental Presentation July 24, 2024 CONFIDENTIAL AND PROPRIETARY INFORMATION OF WM This presentation contains a number of forward - looking statements related to WM’s planned acquisition of Stericycle, Inc . , including but not limited to all statements regarding timing

July 24, 2024 8-K

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): July 24, 2024 Waste Management, Inc. (Exact Name

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): July 24, 2024 Waste Management, Inc.

June 25, 2024 EX-1.1

Underwriting Agreement dated June 24, 2024 by and among the Company, WM Holdings and BNP Paribas Securities Corp., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

  Exhibit 1.1   Execution Version   Waste Management, Inc.   $750,000,000 4.950% Senior Notes due 2027 $750,000,000 4.950% Senior Notes due 2031   Underwriting Agreement   New York, New York June 24, 2024   To the Representatives named in Schedule II hereto of the Underwriters named in Schedule II hereto   c/o BNP Paribas Securities Corp. 787 7th Avenue, 3rd Floor New York, New York 10019   c/o SM

June 25, 2024 EX-4.7

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.950% Senior Notes due 2031.

  Exhibit 4.7   GUARANTEE   BY WASTE MANAGEMENT HOLDINGS, INC.   (formerly known as Waste Management, Inc.)   in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of   WASTE MANAGEMENT, INC.   $750,000,000 4.950% Senior Notes due 2031   July 3, 2024       GUARANTEE, dated as of July 3, 2024 (as amended from time to time, this “Guarantee

June 25, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ◻ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 WASTE MANAG

June 25, 2024 EX-4.2

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.950% Senior Notes due 2027.

Exhibit 4.2 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 July 3, 2024 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.            This Officers’ Certificate (this “Certificate”) is delivered to The Bank

June 25, 2024 EX-4.3

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.950% Senior Notes due 2031.

  Exhibit 4.3   WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997   July 3, 2024   The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that:   1.            This Officers’ Certificate (this “Certificate”) is delivered t

June 25, 2024 8-K

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): June 24, 2024 Waste Management, Inc. (Exact Name

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): June 24, 2024 Waste Management, Inc.

June 25, 2024 424B5

$1,500,000,000 $750,000,000 4.950% Senior Notes due 2027 $750,000,000 4.950% Senior Notes due 2031

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration File No. 333-264493 Prospectus Supplement (To Prospectus dated April 26, 2022) $1,500,000,000 $750,000,000 4.950% Senior Notes due 2027 $750,000,000 4.950% Senior Notes due 2031 We are offering $1,500,000,000 of our senior notes, consisting of $750,000,000 of our 4.950% senior notes due 2027 (the “2027 notes”) and $750,000,000 of ou

June 25, 2024 EX-4.6

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.950% Senior Notes due 2027.

  Exhibit 4.6   GUARANTEE   BY WASTE MANAGEMENT HOLDINGS, INC.   (formerly known as Waste Management, Inc.)   in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of   WASTE MANAGEMENT, INC.   $750,000,000 4.950% Senior Notes due 2027   July 3, 2024       GUARANTEE, dated as of July 3, 2024 (as amended from time to time, this “Guarantee

June 25, 2024 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Waste Management, Inc. Waste Management Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Waste Management, Inc.

June 24, 2024 424B3

SUBJECT TO COMPLETION, DATED JUNE 24, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

June 24, 2024 FWP

Pricing Term Sheet $750,000,000 4.950% Senior Notes due 2027 $750,000,000 4.950% Senior Notes due 2031

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated June 24, 2024 relating to the Preliminary Prospectus Supplement dated June 24, 2024 to Prospectus dated April 26, 2022 Registration Statement No.

June 5, 2024 EX-2.1

Agreement and Plan of Merger dated June 3, 2024, by and among Waste Management, Inc., Stag Merger Sub Inc. and Stericycle, Inc. [incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed on June 3, 2024] (pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules to the Agreement and Plan of Merger have been omitted and will be supplementally provided to the SEC upon request).

  Exhibit 2.1   Execution Version   CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].   AGREEMENT AND PLAN OF MERGER   by and among   WASTE MANAGEMENT, INC.,   STAG MERGER SUB INC.   and   Stericycle, Inc.   Dated as of June 3, 2024  

June 5, 2024 EX-99.1

WM to Acquire Stericycle, a Leader in Medical Waste Services, for $7.2 Billion Expands WM’s Comprehensive Environmental Solutions in the Growing Healthcare Market While Advancing WM’s Sustainability Commitments

Exhibit 99.1 For Immediate Release WM to Acquire Stericycle, a Leader in Medical Waste Services, for $7.2 Billion Expands WM’s Comprehensive Environmental Solutions in the Growing Healthcare Market While Advancing WM’s Sustainability Commitments · Provides a complementary business platform in the healthcare market, a sector with attractive near- and long-term growth dynamics · Positions WM to offe

June 5, 2024 EX-99.1

WM to Acquire Stericycle, a Leader in Medical Waste Services, for $7.2 Billion Expands WM’s Comprehensive Environmental Solutions in the Growing Healthcare Market While Advancing WM’s Sustainability Commitments

Exhibit 99.1 For Immediate Release WM to Acquire Stericycle, a Leader in Medical Waste Services, for $7.2 Billion Expands WM’s Comprehensive Environmental Solutions in the Growing Healthcare Market While Advancing WM’s Sustainability Commitments · Provides a complementary business platform in the healthcare market, a sector with attractive near- and long-term growth dynamics · Positions WM to offe

June 5, 2024 EX-2.1

Agreement and Plan of Merger dated June 3, 2024 by and among WMI, Stag Merger Sub Inc. and Stericycle [Incorporated by reference to Exhibit 2.1 to Form 8-K filed June 5, 2024, as amended by Form 8-K/A filed the same date] (pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules to the Agreement and Plan of Merger have been omitted and will be supplementally provided to the SEC upon request).

  Exhibit 2.1   Execution Version   CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].   AGREEMENT AND PLAN OF MERGER   by and among   WASTE MANAGEMENT, INC.,   STAG MERGER SUB INC.   and   Stericycle, Inc.   Dated as of June 3, 2024  

June 5, 2024 8-K/A

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Waste Management, Inc.

June 5, 2024 8-K

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): June 3, 2024 Waste Management, Inc. (Exact Name o

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): June 3, 2024 Waste Management, Inc.

May 17, 2024 EX-3.1

Certificate of Amendment of Third Restated Certificate of Incorporation of Waste Management, Inc.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THIRD RESTATED CERTIFICATE OF INCORPORATION OF WASTE MANAGEMENT, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Waste Management, Inc., a Delaware corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. Article Seventh of the T

May 17, 2024 EX-3.2

Fourth Restated Certificate of Incorporation of Waste Management, Inc.

EXHIBIT 3.2 FOURTH RESTATED CERTIFICATE OF INCORPORATION OF WASTE MANAGEMENT, INC. Waste Management, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1.              The name of the Corporation is Waste Management, Inc., and the name under which the Corporation was originally incorporated is USA Waste Services, Inc

May 17, 2024 8-K

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): May 14, 2024 Waste Management, Inc. (Exact Name o

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): May 14, 2024 Waste Management, Inc.

May 10, 2024 EX-10.1

$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.

  Exhibit 10.1 Execution Version Published CUSIP Number: 94107LAU2 Published Revolver CUSIP Number: 94107LAV0 $3,500,000,000 SEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 8, 2024 by and among WASTE MANAGEMENT, INC., as Company, WASTE MANAGEMENT OF CANADA CORPORATION, and WM QUEBEC INC., as Canadian Borrowers, WASTE MANAGEMENT HOLDINGS, INC., as Guarantor, and BANK OF AMER

May 10, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 8, 2024 Waste Management, Inc.

April 25, 2024 EX-10.3

Form of 2024 Long Term Incentive Compensation Award Agreement for Leadership Tier (Chief Accounting Officer).

EXHIBIT 10.3 2024 Long Term Incentive Compensation Award Agreement for the Leadership Tier (CAO) under the Waste Management, Inc. 2023 Stock Incentive Plan This Award Agreement (this “Agreement”) is entered into effective as of March 1, 2024 (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”) (together with its Subsidiaries and Affiliates, “WM”), and y

April 25, 2024 EX-99.1

WM Announces First Quarter 2024 Earnings Momentum on Cost Optimization Powers Strong Expansion of Operating EBITDA Margin WM Increases Full-Year Financial Outlook for Earnings and Cash Flow

EXHIBIT 99.1 For Immediate Release WM Announces First Quarter 2024 Earnings Momentum on Cost Optimization Powers Strong Expansion of Operating EBITDA Margin WM Increases Full-Year Financial Outlook for Earnings and Cash Flow Houston — Apr. 24, 2024 — WM (NYSE: WM) today announced financial results for the quarter ended March 31, 2024. Three Months Ended Three Months Ended March 31, 2024 (in millio

April 25, 2024 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

April 25, 2024 8-K

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): April 24, 2024 Waste Management, Inc. (Exact Name

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): April 24, 2024 Waste Management, Inc.

April 25, 2024 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of March 31, 2024, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issued b

April 25, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Manage

April 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 2, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

March 12, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

March 6, 2024 EX-10.2

Form of 2024 Executive Officer Annual Incentive Award Agreement

EXHIBIT 10.2 EXECUTIVE OFFICER ANNUAL INCENTIVE PROGRAM 2024 Executive Officer Annual Incentive Award Agreement This Executive Officer Annual Incentive Award (the “Award”) is granted on [●] (the “Award Date”), by USA Waste-Management Resources, LLC, for itself and on behalf of Waste Management, Inc. (“WMI”) and its applicable subsidiaries and affiliated entities (collectively the “Company”) to [●]

March 6, 2024 EX-10.1

Form of 2024 Long Term Incentive Compensation Award Agreement for Senior Leadership Team

EXHIBIT 10.1 2024 Long Term Incentive Compensation Award Agreement for the Senior Leadership Team under the Waste Management, Inc. 2023 Stock Incentive Plan This Award Agreement (this “Agreement”) is entered into effective as of March 1, 2024 (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”) (together with its Subsidiaries and Affiliates, “WM”), and

March 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 1, 2024 Waste Management, Inc.

March 1, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 1, 2024 Waste Management, Inc.

March 1, 2024 EX-99.1

WM Elects Tom Bené to Board of Directors

EXHIBIT 99.1 For Immediate Release WM Elects Tom Bené to Board of Directors FOR MORE INFORMATION WM Website investors.wm.com Analysts Ed Egl 713.265.1656 [email protected] Media Toni Werner [email protected] Houston — March 1, 2024 — WM (NYSE: WM) announced today its board of directors has elected Tom Bené, president and CEO, Breakthru Beverage Group, LLC, as an additional, independent member of its board

February 13, 2024 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 Entity Name Jurisdiction of Formation / Incorporation 635952 Ontario Inc. Ontario ADS Renewable Energy - Stones Throw, LLC Delaware ADS Renewable Energy - Wolf Creek, LLC Delaware ADS Solid Waste of NJ, Inc. New Jersey Advanced Disposal Acquisition Sub, LLC Delaware Advanced Disposal Recycling Services Atlanta, LLC Delaware Advanced Disposal Recycling Services Gulf Coast, LLC Delaware

February 13, 2024 EX-10.15

First Amendment to Compensation Relinquishment Agreement between USA Waste-Management Resources, LLC and James C. Fish, Jr.

EXHIBIT 10.15 FIRST AMENDMENT TO COMPENSATION RELINQUISHMENT AGREEMENT USA Waste-Management Resources, LLC (“Company”) and James C. Fish (the “Executive”) enter into this First Amendment to the Compensation Relinquishment Agreement on October 17, 2023. WHEREAS, Company and Executive are currently parties to that First Amended and Restated Employment Agreement, dated as of December 22, 2017 (“Emplo

February 13, 2024 SC 13G/A

WM / Waste Management, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02258-wastemanagementinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Waste Management Inc Title of Class of Securities: Common Stock CUSIP Number: 94106L109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desi

February 13, 2024 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of December 31, 2023, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issue

February 13, 2024 EX-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 request.

Exhibit 4.7 Schedule of Officers’ Certificates delivered pursuant to Section 301 of the Indenture dated September 10, 1997 by and between Waste Management, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, establishing the terms and form of Waste Management, Inc.’s Outstanding Senior Notes Principal Amount Issued Principal Amount Outstanding Interest Rate (per annum) Issue Date

February 13, 2024 8-K

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): February 12, 2024 Waste Management, Inc. (Exact N

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): February 12, 2024 Waste Management, Inc.

February 13, 2024 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

February 13, 2024 EX-10.8

First Amendment to the Waste Management, Inc. Employee Stock Purchase Plan.

EXHIBIT 10.8 FIRST AMENDMENT TO THE WASTE MANAGEMENT, INC. EMPLOYEE STOCK PURCHASE PLAN WHEREAS, Waste Management, Inc. (the “Company”) maintains the Waste Management, Inc. Employee Stock Purchase Plan, as Amended and Restated Effective May 12, 2020 (the “Plan”); and WHEREAS, the Plan Sponsor Committee of the Waste Management Employee Benefits Plans (the “Committee”) has the authority to amend the

February 13, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission file number

February 13, 2024 EX-10.14

Compensation Relinquishment Agreement between USA Waste-Management Resources, LLC and James C. Fish, Jr.

EXHIBIT 10.14 Execution Version COMPENSATION RELINQUISHMENT AGREEMENT This COMPENSATION RELINQUISHMENT AGREEMENT (the “Agreement”) is made and entered into on this December 22, 2017, by and between USA Waste-Management Resources, LLC, for itself and on behalf of Waste Management, Inc. (“WMI”) and subsidiaries and affiliated entities (collectively the “Company”) and James C. Fish, Jr. (the “Executi

February 13, 2024 EX-97

Waste Management, Inc. Clawback Policy

EXHIBIT 97 Waste Management, Inc. Clawback Policy This Clawback Policy (the “Policy”) is hereby adopted by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Waste Management, Inc. (the “Company”) on August 21, 2023. Definitions of capitalized terms not otherwise defined are set forth in Section 10 below. 1. Administration of Policy.

February 13, 2024 EX-99.1

WM Announces Fourth Quarter and Full-Year 2023 Earnings Accelerated Earnings Growth in the Fourth Quarter Driven by Strong Execution of Price Programs and Optimization of Cost of Operations Robust Full-Year Cash from Operations Driven by Growth in Op

EXHIBIT 99.1 For Immediate Release WM Announces Fourth Quarter and Full-Year 2023 Earnings Accelerated Earnings Growth in the Fourth Quarter Driven by Strong Execution of Price Programs and Optimization of Cost of Operations Robust Full-Year Cash from Operations Driven by Growth in Operating EBITDA Houston — Feb. 12, 2024 — WM (NYSE: WM) today announced financial results for the quarter and year e

November 7, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 6, 2023 Waste Management, Inc.

November 7, 2023 EX-3.2

Amended and Restated By-laws of Waste Management, Inc. [incorporated by reference to Exhibit 3.2 to Form 8-K dated November 6, 2023].

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF WASTE MANAGEMENT, INC. AS OF NOVEMBER 6, 2023 ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the Corporation required by the General Corporation Law of the State of Delaware to be maintained in the State of Delaware shall be the registered office named in the original Certificate of Incorporation of the Corporation, or such ot

October 25, 2023 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of September 30, 2023, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issu

October 25, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Ma

October 25, 2023 EX-4.4

Guarantee Agreement by WM Holdings in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.875% Senior Notes due 2034.

Exhibit 4.4 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,250,000,000 4.875% Senior Notes due 2034 August 3, 2023 GUARANTEE, dated as of August 3, 2023 (as amended from time to time, this “Guarantee”), made by Wast

October 25, 2023 EX-4.1

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.875% Senior Notes due 2029

Exhibit 4.1 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 August 3, 2023 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New Yo

October 25, 2023 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

October 25, 2023 EX-4.3

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 4.875% Senior Notes due 2029 [incorporated by reference to Exhibit 4.3 to Form 10-Q for the quarter ended September 30, 2023].

Exhibit 4.3 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $750,000,000 4.875% Senior Notes due 2029 August 3, 2023 GUARANTEE, dated as of August 3, 2023 (as amended from time to time, this “Guarantee”), made by Waste

October 25, 2023 EX-4.2

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.875% Senior Notes due 2034.

Exhibit 4.2 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 August 3, 2023 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New Yo

October 24, 2023 EX-99.1

WM Announces Third Quarter Earnings The Company Delivers Another Quarter of Strong Expansion in Operating EBITDA Margin

Exhibit 99.1 For Immediate Release WM Announces Third Quarter Earnings The Company Delivers Another Quarter of Strong Expansion in Operating EBITDA Margin Houston — Oct. 24, 2023 — WM (NYSE: WM) today announced financial results for the quarter ended September 30, 2023. Three Months Ended Three Months Ended September 30, 2023 (in millions, except per share amounts) September 30, 2022 (in millions,

October 24, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 24, 2023 Waste Management, Inc.

August 9, 2023 8-K

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): August 4, 2023 Waste Management, Inc. (Exact Name

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): August 4, 2023 Waste Management, Inc.

August 1, 2023 EX-1.1

Underwriting Agreement dated July 27, 2023 by and among the Company, WM Holdings and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version Waste Management, Inc. $750,000,000 4.875% Senior Notes due 2029 $1,250,000,000 4.875% Senior Notes due 2034 Underwriting Agreement New York, New York July 27, 2023 To the Representatives named in Schedule II hereto of the Underwriters named in Schedule II hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o BofA Securities, Inc. One Bryant

August 1, 2023 EX-4.2

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.875% Senior Notes due 2029.

Exhibit 4.2 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 August 3, 2023 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.              This Officers’ Certificate (this “Certificate”) is delivered to The

August 1, 2023 EX-4.7

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.875% Senior Notes due 2034.

Exhibit 4.7 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,250,000,000 4.875% Senior Notes due 2034 August 3, 2023 GUARANTEE, dated as of August 3, 2023 (as amended from time to time, this “Guarantee”), made by Wast

August 1, 2023 EX-4.6

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.875% Senior Notes due 2029.

Exhibit 4.6 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $750,000,000 4.875% Senior Notes due 2029 August 3, 2023 GUARANTEE, dated as of August 3, 2023 (as amended from time to time, this “Guarantee”), made by Waste

August 1, 2023 EX-4.3

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.875% Senior Notes due 2034.

Exhibit 4.3 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 August 3, 2023 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.          This Officers’ Certificate (this “Certificate”) is delivered to The Bank

August 1, 2023 8-K

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): July 27, 2023 Waste Management, Inc. (Exact Name

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): July 27, 2023 Waste Management, Inc.

July 28, 2023 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Waste Management, Inc. Waste Management Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Waste Management, Inc.

July 28, 2023 424B5

$2,000,000,000 $750,000,000 4.875% Senior Notes due 2029 $1,250,000,000 4.875% Senior Notes due 2034

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)   Registration File No. 333-264493 Prospectus Supplement (To Prospectus dated April 26, 2022) $2,000,000,000 $750,000,000 4.875% Senior Notes due 2029 $1,250,000,000 4.875% Senior Notes due 2034 We are offering $2,000,000,000 of our senior notes, consisting of $750,000,000 of our 4.875% senior notes due 2029 (the “2029 notes”) and $1,250,000,000

July 27, 2023 424B3

SUBJECT TO COMPLETION, DATED JULY 27, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

July 27, 2023 FWP

Pricing Term Sheet $750,000,000 4.875% Senior Notes due 2029 $1,250,000,000 4.875% Senior Notes due 2034

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 27, 2023 relating to the Preliminary Prospectus Supplement dated July 27, 2023 to Prospectus dated April 26, 2022 Registration Statement No.

July 26, 2023 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

July 26, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Managem

July 26, 2023 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of June 30, 2023, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issued by

July 25, 2023 EX-99.1

June 30, 2022 (in millions, except per share amounts)

exhibit 99.1 For Immediate Release WM Announces Second Quarter Earnings Disciplined Pricing and Cost Optimization Lead to Strong Expansion in Operating EBITDA Margin FOR MORE INFORMATION Houston — Jul. 25, 2023 — WM (NYSE: WM) today announced financial results for the quarter ended June 30, 2023. Waste Management Three Months Ended Three Months Ended Website www.wm.com Analysts Ed Egl 713.265.1656

July 25, 2023 8-K

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): July 25, 2023 Waste Management, Inc. (Exact Name

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): July 25, 2023 Waste Management, Inc.

June 23, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ◻ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 WASTE MANAG

May 16, 2023 S-8 POS

As filed with the Securities and Exchange Commission on May 16, 2023

As filed with the Securities and Exchange Commission on May 16, 2023 Registration No.

May 10, 2023 EX-10.1

2023 Stock Incentive Plan [incorporated by reference to Exhibit 10.1 to Form 8-K dated May 9, 2023].

Exhibit 10.1 WASTE MANAGEMENT, INC. 2023 STOCK INCENTIVE PLAN I. PURPOSE OF THE PLAN The purpose of the WASTE MANAGEMENT, INC. 2023 STOCK INCENTIVE PLAN (the “Plan”) is to provide a means through which WASTE MANAGEMENT, INC., a Delaware corporation (the “Company”), and its Affiliates may attract and retain able persons to serve as Directors or Consultants or to enter the employ of the Company and

May 10, 2023 8-K

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): May 9, 2023 Waste Management, Inc. (Exact Name of

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): May 9, 2023 Waste Management, Inc.

April 27, 2023 8-K

Financial Statements and Exhibits

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): April 26, 2023 Waste Management, Inc.

April 27, 2023 EX-4.2

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.625% Senior Notes due 2033.

Exhibit 4.2 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 February 15, 2023 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New

April 27, 2023 EX-99.1

Organic Revenue Growth Drives Increases in Income from Operations, Operating EBITDA, and Diluted Earnings per Share WM Recognized by Forbes as One of the Best Employers for Diversity

Exhibit 99.1 For Immediate Release WM Announces First Quarter Earnings FOR MORE INFORMATION WM Website www.wm.com Organic Revenue Growth Drives Increases in Income from Operations, Operating EBITDA, and Diluted Earnings per Share WM Recognized by Forbes as One of the Best Employers for Diversity Houston — Apr. 26, 2023 — WM (NYSE: WM) today announced financial results for the quarter ended March 3

April 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Manage

April 27, 2023 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

April 27, 2023 EX-4.3

Guarantee Agreement by WM Holdings in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.625% Senior Notes due 2030.

Exhibit 4.3 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $750,000,000 4.625% Senior Notes due 2030 February 15, 2023 GUARANTEE, dated as of February 15, 2023 (as amended from time to time, this “Guarantee”), made by

April 27, 2023 EX-22.1

Guarantor Subsidiary.

EX-22.1 6 wm-20230331xex22d1.htm EX-22.1 Exhibit 22.1 GUARANTOR SUBSIDIARY As of March 31, 2023, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed

April 27, 2023 EX-4.4

Guarantee Agreement by WM Holdings in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.625% Senior Notes due 2033.

Exhibit 4.4 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $500,000,000 4.625% Senior Notes due 2033 February 15, 2023 GUARANTEE, dated as of February 15, 2023 (as amended from time to time, this “Guarantee”), made by

April 27, 2023 EX-4.1

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.625% Senior Notes due 2030.

Exhibit 4.1 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 February 15, 2023 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.This Officers’ Certificate (this “Certificate”) is delivered to The Bank of New

April 5, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 5, 2023 Waste Management, Inc.

April 5, 2023 EX-99.1

Presentation to Highlight Expected Growth in the Company’s Renewable Energy and Recycling Businesses

EXHIBIT 99.1 For Immediate Release WM Hosts 2023 Virtual Sustainability Investor Day FOR MORE INFORMATION WM Web site www.wm.com Investors Ed Egl 713.265.1656 [email protected] Media Toni Werner [email protected] Presentation to Highlight Expected Growth in the Company’s Renewable Energy and Recycling Businesses Houston — April 5, 2023 — WM (NYSE: WM) will host a virtual Sustainability Investor Day today, be

April 5, 2023 EX-99.2

•••••••• ••• ••• ••• ••• ••• ✓✓ ✓✓ ✓✓✓ ✓✓ ✓✓✓ ✓✓✓ •••• ••••••• ✓✓✓ ✓✓✓✓ ••• ••• •• •• •• ••• •• •• •• •• •• •••• •• •• •• •• xcluding 2022 sustainability investments. 3. Net of 2022 sustainability investments. •••••• ••••

Exhibit 99.2 ℠ •••••••• ••• ••• ••• ••• ••• ✓✓ ✓✓ ✓✓✓ ✓✓ ✓✓✓ ✓✓✓ •••• ••••••• ▪▪▪▪▪ ••• ✓✓✓✓✓ ••• ✓✓✓ ✓✓✓✓ ✓✓✓✓✓✓ ••• ••• •• •• •• ••• ••• •• •• •• •• •• ••••• •••••• •••• •• ••••• •• •• •• xcluding 2022 sustainability investments. 3. Net of 2022 sustainability investments. •••••• •••• •• •• .

March 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

March 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

March 10, 2023 8-K

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): March 7, 2023 Waste Management, Inc. (Exact Name

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): March 7, 2023 Waste Management, Inc.

March 10, 2023 EX-10.1

Form of 2023 Long Term Incentive Compensation Award Agreement for Senior Leadership Team [incorporated by reference to Exhibit 10.1 to Form 8-K dated March 7, 2023].

Exhibit 10.1 2023 Long Term Incentive Compensation Award Agreement for the Senior Leadership Team under the Waste Management, Inc. 2014 Stock Incentive Plan This Award Agreement (this “Agreement”) is entered into effective as of March 7, 2023 (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”) (together with its Subsidiaries and Affiliates, “WM”), and

February 13, 2023 EX-4.2

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.625% Senior Notes due 2030.

EX-4.2 3 tm235749d5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 February 15, 2023 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.            This Officers’ Certificate

February 13, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 8, 2023 Waste Management, Inc.

February 13, 2023 EX-4.7

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.625% Senior Notes due 2033.

Exhibit 4.7 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $500,000,000 4.625% Senior Notes due 2033 February 15, 2023 GUARANTEE, dated as of February 15, 2023 (as amended from time to time, this “Guarantee”), made by

February 13, 2023 EX-4.6

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.625% Senior Notes due 2030.

Exhibit 4.6 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $750,000,000 4.625% Senior Notes due 2030 February 15, 2023 GUARANTEE, dated as of February 15, 2023 (as amended from time to time, this “Guarantee”), made by

February 13, 2023 EX-1.1

Underwriting Agreement dated February 8, 2023 by and among the Company, WM Holdings and J.P. Morgan Securities LLC, Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version Waste Management, Inc. $750,000,000 4.625% Senior Notes due 2030 $500,000,000 4.625% Senior Notes due 2033 Underwriting Agreement New York, New York February 8, 2023 To the Representatives named in Schedule II hereto of the Underwriters named in Schedule II hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Mizuho Securities USA LLC

February 13, 2023 EX-4.3

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.625% Senior Notes due 2033.

Exhibit 4.3 WASTE MANAGEMENT, INC. Officers’ Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 February 15, 2023 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that: 1.            This Officers’ Certificate (this “Certificate”) is delivered to The

February 10, 2023 SC 13G/A

WM / Waste Management, Inc. / BILL & MELINDA GATES FOUNDATION TRUST - SC 13G/A Passive Investment

SC 13G/A 1 tm236090d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Waste Management, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 94106L109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app

February 9, 2023 SC 13G/A

WM / Waste Management, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02226-wastemanagementinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Waste Management Inc. Title of Class of Securities: Common Stock CUSIP Number: 94106L109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to des

February 9, 2023 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Waste Management, Inc. Waste Management Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Waste Management, Inc.

February 9, 2023 424B5

$1,250,000,000 $750,000,000 4.625% Senior Notes due 2030 $500,000,000 4.625% Senior Notes due 2033

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration File No. 333-264493 Prospectus Supplement (To Prospectus dated April 26, 2022) $1,250,000,000 $750,000,000 4.625% Senior Notes due 2030 $500,000,000 4.625% Senior Notes due 2033 We are offering $1,250,000,000 of our senior notes, consisting of $750,000,000 of our 4.625% senior notes due 2030 (the “2030 notes”) and $500,000,000 of ou

February 8, 2023 FWP

Pricing Term Sheet $750,000,000 4.625% Senior Notes due 2030 $500,000,000 4.625% Senior Notes due 2033

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated February 8, 2023 relating to the Preliminary Prospectus Supplement dated February 8, 2023 to Prospectus dated April 26, 2022 Registration Statement No.

February 8, 2023 424B3

SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

February 7, 2023 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of December 31, 2022, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issue

February 7, 2023 EX-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 request.

EX-4.7 2 wm-20221231xex4d7.htm EX-4.7 Exhibit 4.7 Schedule of Officers’ Certificates delivered pursuant to Section 301 of the Indenture dated September 10, 1997 by and between Waste Management, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, establishing the terms and form of Waste Management, Inc.’s Outstanding Senior Notes Principal Amount Issued Principal Amount Outstandin

February 7, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission file number

February 7, 2023 EX-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].

Exhibit 10.11 ISSUING AND PAYING AGENT AGREEMENT THIS ISSUING AND PAYING AGENT AGREEMENT (the "Agreement") is entered into as of October 28, 2022 by and between U.S. Bank Trust Company, National Association (the "Agent") and Waste Management, Inc. (the "Company") regarding the Company’s commercial paper program of Company (hereinafter referred to as the “Program”). WHEREAS, at the request of Compa

February 7, 2023 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 Entity Name Jurisdiction of Formation / Incorporation 635952 Ontario Inc. Ontario ADS Renewable Energy - Stones Throw, LLC Delaware ADS Renewable Energy - Wolf Creek, LLC Delaware ADS Solid Waste of NJ, Inc. New Jersey Advanced Disposal Acquisition Sub, LLC Delaware Advanced Disposal Recycling Services Atlanta, LLC Delaware Advanced Disposal Recycling Services Gulf Coast, LLC Delaware

February 7, 2023 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

February 6, 2023 EX-99.1

WM Elects Bruce Chinn to Board of Directors

Exhibit 99.1 For Immediate Release WM Elects Bruce Chinn to Board of Directors FOR MORE INFORMATION Waste Management Website investors.wm.com Analysts Ed Egl 713.265.1656 [email protected] Media Toni Werner [email protected] Houston — February 6, 2023 — Waste Management, Inc. (NYSE: WM) announced today that its board of directors has elected Bruce Chinn, President and Chief Executive Officer of Chevron Ph

February 6, 2023 8-K

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): February 6, 2023 Waste Management, Inc. (Exact Na

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): February 6, 2023 Waste Management, Inc.

February 1, 2023 EX-99.2

CONFIDENTIAL AND PROPRIETARY INFORMATION OF WM 3 Overview of Updated Sustainability Growth Investment Program These investments are expected to generate $580M in run - rate annual FCF (1) In February 2022, WM outlined a multi - year plan for signific

Exhibit 99.2 Sustainability Growth Investment Program Supplemental Presentation January 31, 2023 EXHIBIT 99.2 CONFIDENTIAL AND PROPRIETARY INFORMATION OF WM This presentation contains a number of forward - looking statements, including but not limited to, all statements regarding : future, planned or projected investments, capital expenditures, strategies and initiatives ; timing, results, financi

February 1, 2023 8-K

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): January 31, 2023 Waste Management, Inc. (Exact Na

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): January 31, 2023 Waste Management, Inc.

February 1, 2023 EX-99.1

Full-Year Results Delivered Double-Digit Growth in Income from Operations, Net Income, and Diluted Earnings Per Share

EXHIBIT 99.1 For Immediate Release WM Announces Fourth Quarter and Full-Year 2022 Earnings Full-Year Results Delivered Double-Digit Growth in Income from Operations, Net Income, and Diluted Earnings Per Share FOR MORE INFORMATION Houston — Jan. 31, 2023 — Waste Management, Inc. (NYSE: WM) today announced financial results for the quarter and year ended December 31, 2022. Waste Management Three Mon

November 10, 2022 EX-3.2

Amended and Restated By-laws of Waste Management, Inc. as of November 8, 2022

EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF WASTE MANAGEMENT, INC. AS OF NOVEMBER 8, 2022 ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the Corporation required by the General Corporation Law of the State of Delaware to be maintained in the State of Delaware shall be the registered office named in the original Certificate of Incorporation of the Corporation, or such ot

November 10, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 8, 2022 Waste Management, Inc.

October 26, 2022 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

October 26, 2022 EX-99.1

Strong Organic Revenue Growth and Operating Efficiencies Drive Double-Digit Growth in Income from Operations and Diluted Earnings Per Share

EXHIBIT 99.1 For Immediate Release WM Announces Third Quarter Earnings FOR MORE INFORMATION Waste Management Strong Organic Revenue Growth and Operating Efficiencies Drive Double-Digit Growth in Income from Operations and Diluted Earnings Per Share Houston — Oct. 26, 2022 — WM (NYSE: WM) today announced financial results for the quarter ended September 30, 2022. Website Three Months Ended Three Mo

October 26, 2022 8-K

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): October 26, 2022 Waste Management, Inc. (Exact Na

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): October 26, 2022 Waste Management, Inc.

October 26, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12154 Waste Ma

October 26, 2022 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of September 30, 2022, Waste Management Holdings, Inc. (“WM Holdings”), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (“WMI”), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issu

July 27, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Form 10-Q ? (Mark One) ? ? ? ? ? ? ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? ? ? For the Quarterly Period Ended June 30, 2022 ? ? or ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? ? ? For the transition period from to ?

July 27, 2022 EX-95

Mine Safety Disclosures.

Exhibit 95 ? Mine Safety Disclosures ? This exhibit contains certain specified disclosures regarding mine safety required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

July 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2022 Waste Management, Inc.

July 27, 2022 EX-99.1

Robust Organic Revenue Growth Drives Strong Income from Operations Performance The Company Raises 2022 Financial Guidance

EXHIBIT 99.1 For Immediate Release WM Announces Second Quarter Earnings FOR MORE INFORMATION Waste Management Website www.wm.com Robust Organic Revenue Growth Drives Strong Income from Operations Performance The Company Raises 2022 Financial Guidance Houston ? Jul. 27, 2022 ? WM (NYSE: WM) today announced financial results for the quarter ended June 30, 2022. Analysts Three Months Ended Three Mont

July 27, 2022 EX-4.1

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.15% Senior Notes due 2032.

Exhibit 4.1 ? WASTE MANAGEMENT, INC. Officers? Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 ? May 12, 2022 ? The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the ?Company?), hereby certify that: ? 1. This Officers? Certificate (this ?Certificate?) is delivered to The Bank of

July 27, 2022 EX-10.3

Second Amendment to 2014 Stock Incentive Plan [incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2022].

Exhibit 10.3 ? Second Amendment to the Waste Management Inc. 2014 Stock Incentive Plan ? WHEREAS, Waste Management, Inc. (the ?Company?) has adopted the Waste Management Inc. 2014 Stock Incentive Plan (the ?Plan?); and WHEREAS, pursuant to Paragraph XIII of the Plan, the Board may amend the Plan at any time, subject to any applicable stockholder approval requirements; WHEREAS, the Board desires to

July 27, 2022 EX-4.2

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 4.15% Senior Notes due 2032 [incorporated by reference to Exhibit 4.2 to Form 10-Q for the quarter ended June 30, 2022].

Exhibit 4.2 ? GUARANTEE ? BY WASTE MANAGEMENT HOLDINGS, INC. ? (formerly known as Waste Management, Inc.) ? in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of ? WASTE MANAGEMENT, INC. ? $1,000,000,000 4.15% Senior Notes due 2032 ? May 12, 2022 ? ? GUARANTEE, dated as of May 12, 2022 (as amended from time to time, this ?Guarantee?),

July 27, 2022 EX-22.1

Guarantor Subsidiary.

Exhibit 22.1 GUARANTOR SUBSIDIARY As of June 30, 2022, Waste Management Holdings, Inc. (?WM Holdings?), a Delaware corporation and a direct wholly-owned subsidiary of Waste Management, Inc. (?WMI?), has fully and unconditionally guaranteed all registered Senior Notes issued by WMI, as listed below. Additionally, WMI has fully and unconditionally guaranteed the 7.10% Senior Notes due 2026 issued by

June 2, 2022 EX-10.2

$1.0 Billion Term Loan Credit Agreement dated as of May 27, 2022 by and among Waste Management, Inc., Waste Management Holdings, Inc., certain banks party thereto, and Bank of America, N.A., as administrative agent.

EXHIBIT 10.2 Execution Version Published CUSIP Number: 94107LAS7 Published Term Loan CUSIP Number: 94107LAT5 $1,000,000,000 TERM LOAN CREDIT AGREEMENT dated as of May 27, 2022 by and among WASTE MANAGEMENT, INC., as the Borrower, WASTE MANAGEMENT HOLDINGS, INC., as Guarantor, CERTAIN BANKS and BANK OF AMERICA, N.A., as Administrative Agent MIZUHO BANK, LTD. and THE BANK OF NOVA SCOTIA, as Syndicat

June 2, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 27, 2022 Waste Management, Inc.

June 2, 2022 EX-10.1

$3.5 Billion Sixth Amended and Restated Revolving Credit Agreement dated as of May 27, 2022 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 27, 2022].

EXHIBIT 10.1 Execution Version Published CUSIP Number: 94107LAQ1 Published Revolver CUSIP Number: 94107LAR9 $3,500,000,000 SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 27, 2022 by and among WASTE MANAGEMENT, INC., as Company, WASTE MANAGEMENT OF CANADA CORPORATION, and WM QUEBEC INC., as Canadian Borrowers, WASTE MANAGEMENT HOLDINGS, INC., as Guarantor, CERTAIN BANKS and B

May 31, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

11-K 1 wm-20211231x11k.htm 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ◻ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

May 13, 2022 8-K

Other Events, Submission of Matters to a Vote of Security Holders

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): May 10, 2022 Waste Management, Inc.

May 3, 2022 EX-4.4

Form of Guarantee Agreement by WM Holdings in favor of the holders of the Company’s 4.15% Senior Notes due 2032.

Exhibit 4.4 GUARANTEE BY WASTE MANAGEMENT HOLDINGS, INC. (formerly known as Waste Management, Inc.) in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders of Certain Debt Securities of WASTE MANAGEMENT, INC. $1,000,000,000 4.15% Senior Notes due 2032 May 12, 2022 GUARANTEE, dated as of May 12, 2022 (as amended from time to time, this ?Guarantee?), made by Waste Man

May 3, 2022 EX-4.2

Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.15% Senior Notes due 2032.

Exhibit 4.2 WASTE MANAGEMENT, INC. Officers? Certificate Delivered Pursuant to Section 301 of the Indenture dated as of September 10, 1997 May 12, 2022 The undersigned, the Vice President and Treasurer, and the Vice President and Corporate Secretary of Waste Management, Inc. (the ?Company?), hereby certify that: 1. This Officers? Certificate (this ?Certificate?) is delivered to The Bank of New Yor

May 3, 2022 EX-1.1

Underwriting Agreement dated April 28, 2022 by and among the Company, WM Holdings and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc. and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version Waste Management, Inc. $1,000,000,000 4.15% Senior Notes due 2032 Underwriting Agreement New York, New York April 28, 2022 To the Representatives named in Schedule II hereto of the Underwriters named in Schedule II hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Deutsch

May 3, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): April 28, 2022 Waste Management, Inc.

April 29, 2022 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Waste Management, Inc. Waste Management Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Waste Management, Inc.

Other Listings
IT:1WM €192.14
MX:WMI
GB:0LTG USD219.18
AT:WM
DE:UWS €194.24
Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista