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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
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Republic Services, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Jeff Shim, Esq. 2365 Carillon Point, Kirkland, WA, 98033 (425) 889-7900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/18/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Cascade Investment, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
WASHINGTON
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
112,403,625.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares of the common stock, $0.01 par value per share (the "Common Stock") of Republic Services, Inc. (the "Issuer") held by Cascade Investment, L.L.C. ("Cascade") may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
Item 13 is based on 306,212,978 shares of Common Stock outstanding as of July 30, 2026, as reported on the Issuer's Form 10-Q filed on August 7, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
William H. Gates III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
112,403,625.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
All shares of the Common Stock of the Issuer held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
Item 13 is based on 306,212,978 shares of Common Stock outstanding as of July 30, 2026, as reported on the Issuer's Form 10-Q filed on August 7, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Republic Services, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5353 East City North Drive, Phoenix,
ARIZONA
, 85054. | |
Item 1 Comment:
This Amendment No. 28 to Schedule 13D ("Amendment") amends and supplements the Schedule 13D previously filed by Cascade Investment, L.L.C. ("Cascade") and William H. Gates III ("Mr. Gates," and together with Cascade, the "Reporting Persons") with the Securities and Exchange Commission on July 21, 2008, as amended, relating to the common stock, par value $0.01 per share (the "Common Stock"), of Republic Services, Inc. (the "Issuer").
Information in the Schedule 13D remains in effect except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Cascade purchased the Common Stock with working capital. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See items 11 and 13 of the cover pages to this Amendment for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. | |
| (b) | See items 7 through 10 of the cover pages to this Amendment for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. | |
| (c) | Cascade purchased 1,599,643 shares of Common Stock during the 60-day period ended August 19, 2026 in open-market transactions at the weighted-average price per share set forth in Exhibit 1, attached hereto and incorporated by reference herein. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Transactions effected during the 60-day period ended August 19, 2026 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement, dated July 21, 2008, and included with the signature page to the Reporting Persons' Schedule 13D filed on July 21, 2008, SEC File No. 005-54333, and incorporated by reference herein.
Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 9 to Cascade's Schedule 13D with respect to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund on December 11, 2013, SEC File No. 005-81261, and incorporated by reference herein.
Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade's Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein. |
EXHIBIT 1
The table below specifies the date of the transaction, number of shares, weighted-average price per share and range of price per share of the Common Stock of Republic Services, Inc. purchased by Cascade Investment, L.L.C. during the 60-day period ended August 19, 2026. All transactions were effected in the open market through brokers. The reporting person making such transactions undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the table below.
| Range of Price per Share ($) | ||||||||||||||||
| Date of Transaction | Number of Shares | Weighted Average Price per Share ($) | Low | High | ||||||||||||
| August 10, 2026 | 88,102 | $ | 214.4323 | $ | 213.7200 | $ | 214.7150 | |||||||||
| August 10, 2026 | 166,095 | $ | 215.0725 | $ | 214.7200 | $ | 215.6900 | |||||||||
| August 10, 2026 | 7,467 | $ | 216.1514 | $ | 215.7400 | $ | 216.6000 | |||||||||
| August 11, 2026 | 3,200 | $ | 214.6723 | $ | 213.9900 | $ | 214.9800 | |||||||||
| August 11, 2026 | 21,038 | $ | 215.6815 | $ | 215.0000 | $ | 215.9850 | |||||||||
| August 11, 2026 | 211,771 | $ | 216.3966 | $ | 215.9900 | $ | 216.9800 | |||||||||
| August 11, 2026 | 3,991 | $ | 217.0873 | $ | 216.9900 | $ | 217.2700 | |||||||||
| August 12, 2026 | 4,410 | $ | 213.7001 | $ | 213.0700 | $ | 213.9900 | |||||||||
| August 12, 2026 | 26,111 | $ | 214.6267 | $ | 214.0800 | $ | 215.0600 | |||||||||
| August 12, 2026 | 69,018 | $ | 215.6726 | $ | 215.0700 | $ | 216.0600 | |||||||||
| August 12, 2026 | 69,861 | $ | 216.3983 | $ | 216.0700 | $ | 217.0650 | |||||||||
| August 12, 2026 | 5,100 | $ | 217.1771 | $ | 217.0700 | $ | 217.3400 | |||||||||
| August 13, 2026 | 157,096 | $ | 215.6991 | $ | 215.1250 | $ | 216.1200 | |||||||||
| August 13, 2026 | 31,364 | $ | 216.3780 | $ | 216.1250 | $ | 216.8800 | |||||||||
| August 14, 2026 | 49,521 | $ | 215.2686 | $ | 214.6200 | $ | 215.6100 | |||||||||
| August 14, 2026 | 99,729 | $ | 215.9579 | $ | 215.6200 | $ | 216.5700 | |||||||||
| August 17, 2026 | 100 | $ | 213.0000 | $ | 213.0000 | $ | 213.0000 | |||||||||
| August 17, 2026 | 108,545 | $ | 214.6246 | $ | 214.0700 | $ | 214.9950 | |||||||||
| August 17, 2026 | 98,155 | $ | 215.2534 | $ | 215.0000 | $ | 215.8600 | |||||||||
| August 18, 2026 | 6,190 | $ | 216.8390 | $ | 216.2450 | $ | 217.2400 | |||||||||
| August 18, 2026 | 166,858 | $ | 217.8728 | $ | 217.2450 | $ | 218.2400 | |||||||||
| August 18, 2026 | 27,077 | $ | 218.3258 | $ | 218.2450 | $ | 218.5600 | |||||||||
| August 19, 2026 | 705 | $ | 216.6491 | $ | 216.0000 | $ | 216.9150 | |||||||||
| August 19, 2026 | 1,400 | $ | 217.5244 | $ | 217.0000 | $ | 217.8800 | |||||||||
| August 19, 2026 | 2,049 | $ | 218.6433 | $ | 218.1000 | $ | 218.9900 | |||||||||
| August 19, 2026 | 2,175 | $ | 219.4929 | $ | 219.0400 | $ | 219.8300 | |||||||||
| August 19, 2026 | 4,432 | $ | 220.8164 | $ | 220.1100 | $ | 220.9900 | |||||||||
| August 19, 2026 | 39,272 | $ | 221.4089 | $ | 221.0000 | $ | 221.9700 | |||||||||
| August 19, 2026 | 57,464 | $ | 222.6553 | $ | 222.0200 | $ | 222.9900 | |||||||||
| August 19, 2026 | 68,569 | $ | 223.4480 | $ | 223.0000 | $ | 223.9925 | |||||||||
| August 19, 2026 | 2,778 | $ | 224.0853 | $ | 224.0000 | $ | 224.2300 | |||||||||