REPUBLIC SERVICES, INC. 8-K

What Happened
Republic Services, Inc. (RSG) filed a Form 8‑K (Item 5.03) reporting that it amended its Amended and Restated Bylaws to expand the company’s exclusive forum provision (Section 7.4). The amendment, effective as of February 10, 2026, extends the forum provision to include any action brought by a stockholder—when acting in that capacity or in the right of the Company—that is not an “internal corporate claim” under Section 115 of the Delaware General Corporation Law, when the claim relates to the business of the Company, the conduct of its affairs, or the rights or powers of the Company or its stockholders, directors or officers. The amended bylaws are attached to the filing as Exhibit 99.1. The Form 8‑K is dated February 17, 2026 and was signed by Catharine D. Ellingsen (Executive VP, Chief Legal Officer).

Key Details

• Amendment effective date: February 10, 2026; Form 8‑K filed February 17, 2026.
• Amends Section 7.4 to extend exclusive forum protection to stockholder actions that are not “internal corporate claims” under Section 115 of the Delaware General Corporation Law.
• Amended and Restated Bylaws are attached as Exhibit 99.1 to the 8‑K.
• Filing signed by Catharine D. Ellingsen, Executive Vice President and Chief Legal Officer.

Why It Matters
An expanded exclusive forum provision affects where certain shareholder lawsuits can be brought and resolved. For investors, this means some types of disputes involving Republic Services and its directors, officers or stockholder rights are now more likely to be required to proceed in the forum specified by the bylaws (as set out in Section 7.4). That can influence legal strategy, timing and costs for both the company and stockholders. Investors who follow governance and litigation risk should review the attached amended bylaws to understand which claims are covered.