12. Commitments and Contingencies

Claims and Indemnifications

During the normal course of business, we make certain indemnities and commitments under which we may be required to make payments in relation to certain transactions. These may include (i) intellectual property indemnities to customers in connection with the use, sales, and/or license of products and services; (ii) indemnities to customers in connection with losses incurred while performing services on their premises; (iii) indemnities to vendors and service providers pertaining to claims based on negligence or willful misconduct; and (iv) indemnities involving the representations and warranties in certain contracts. In addition, under our bylaws we are committed to our directors and officers for providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities and commitments do not provide for any limitation on the maximum potential for future payments that we could be obligated to make. In addition, we may be named defendants in various claims and lawsuits for alleged damages to persons and property and alleged liabilities occurring during the ordinary operation of a waste management business. We have not incurred costs to defend lawsuits or settle claims related to indemnification agreements. We believe the estimated fair value of these claims or agreements is minimal. Accordingly, we had no liabilities recorded for these agreements as of December 31, 2025 and 2024.

Medical Self-Insured Losses

Beginning in 2024, we offered employee health benefits via a partially self-insured medical benefit plan. We contracted with a third-party administrator for medical claims and benefit processing, and participant claims exceeding certain limits were covered by a stop-loss insurance policy. In June 2025, the Company terminated its self-insured medical plan and enrolled in a fully-insured medical plan. Estimated health claims incurred but not reported under the self-insured plan are deemed insignificant as of December 31, 2025.

Defined Contribution Plan

We maintain a defined contribution 401(k) plan covering substantially all full-time employees. Employees are permitted to make voluntary contributions, which we match at a certain percentage, to the plan. For the years ended December 31, 2025 and 2024, our plan contribution expense was $485 thousand and $373 thousand, respectively.

Historical Timeline

Fiscal YearFiled
2025Mar 13, 2026Showing above
2024Mar 12, 2025
2023Mar 12, 2024
2022Mar 23, 2023
2021Mar 17, 2022
2020Mar 11, 2021
2019Mar 12, 2020
2018Mar 14, 2019
2017Apr 2, 2018
2016Mar 31, 2017
2015Mar 16, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.