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Stronger 2025 earnings at Waste Connections (NYSE: WCN) set 2026 cash flow goals

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Waste Connections reported higher fourth quarter and full year 2025 results and issued a 2026 outlook. Q4 2025 revenue rose to $2.37 billion from $2.26 billion, with adjusted EBITDA increasing to $795.6 million and margin improving to 33.5%.

For 2025, revenue grew to $9.47 billion and net income rose to $1.08 billion, or $4.17 per diluted share. Adjusted EBITDA reached $3.13 billion with a 33.0% margin, and adjusted free cash flow was $1.26 billion. The company completed about $330 million of acquired annualized revenue and repurchased over $500 million of shares. For 2026, it targets adjusted EBITDA of $3.30–$3.33 billion and adjusted free cash flow of $1.40–$1.45 billion, implying double-digit growth in adjusted free cash flow.

Positive

  • Significant earnings and margin expansion in 2025: Net income rose to $1.08 billion, adjusted EBITDA increased to $3.13 billion with margin improving to 33.0%, and Q4 adjusted EBITDA margin expanded 110 basis points year over year.
  • Strong cash generation and capital deployment: Adjusted free cash flow reached $1.26 billion, alongside approximately $330 million in acquired annualized revenue and over $500 million of share repurchases, while maintaining leverage at 2.75 times.
  • Constructive 2026 outlook: Management projects adjusted EBITDA of $3.30–$3.33 billion and adjusted free cash flow of $1.40–$1.45 billion for 2026, targeting double-digit growth in adjusted free cash flow.

Negative

  • None.

Insights

Strong 2025 earnings, margin gains and a solid 2026 cash flow outlook are favorable for Waste Connections.

Waste Connections delivered 2025 revenue of $9.47 billion and net income of $1.08 billion, a substantial increase from the prior year. Adjusted EBITDA rose to $3.13 billion with a 33.0% margin, showing continued operating leverage despite environmental-related impairments.

Cash generation remained robust, with adjusted free cash flow of $1.26 billion. Management deployed capital into about $330 million of acquired annualized revenue and over $500 million of share repurchases, while ending 2025 with leverage of 2.75 times, indicating balance sheet capacity.

The 2026 outlook calls for adjusted EBITDA of $3.30–$3.33 billion and adjusted free cash flow of $1.40–$1.45 billion, reflecting targeted double-digit growth in adjusted free cash flow. Execution against these targets, including margin expansion and acquisition integration during 2026, will help indicate how durable current performance trends are.

0001318220false00013182202026-02-112026-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 11, 2026

Graphic

Waste Connections, Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada

  ​ ​ ​

1-34370

  ​ ​ ​

98-1202763

(State or other jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

6220 Hwy 7, Suite 600

Woodbridge

Ontario L4H 4G3

Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 532-7510

Not Applicable

(Former name or address, if changed since last report.)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

WCN

New York Stock Exchange

NYSE Texas, Inc.
Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02  Results of Operations and Financial Condition.

See Item 7.01 below.

Item 7.01 Regulation FD Disclosure.

On February 11, 2026, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its fourth quarter and full year 2025 results and its full year 2026 outlook.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in Items 2.02 and 7.01 is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Safe Harbor and Forward-Looking Information

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this document are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this document include, but are not limited to, statements about expected 2026 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.  Waste Connections undertakes no obligation to update the forward-looking statements set forth in this document, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

99.1

Press Release, dated February 11, 2026, issued by Waste Connections, Inc.

104

The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WASTE CONNECTIONS, INC.

Date: February 11, 2026

BY:

/s/ Mary Anne Whitney

Mary Anne Whitney

Executive Vice President and Chief Financial Officer

Exhibit 99.1

Graphic

WASTE CONNECTIONS REPORTS FOURTH QUARTER 2025 RESULTS AND PROVIDES 2026 OUTLOOK

Fourth Quarter Highlights

-Strong finish to the year driving top-to-bottom beat, with momentum for continued outsized margin performance in 2026

-      Revenue of $2.373 billion

-Net income(a) of $258.5 million, and adjusted EBITDA(b) of $795.6 million, up 8.7% year over year 
-Adjusted EBITDA(b) margin of 33.5% of revenue, up 110 basis points year over year, above expectations

Full Year 2025 Highlights

-Full year 2025 revenue of $9.467 billion
-Net income(a) of $1.077 billion, and adjusted EBITDA(b) of $3.125 billion and 33.0% of revenue, up 50 basis points year over year
-Completed acquisitions with approximately $330 million in annualized revenue and returned record $839.3 million to shareholders

Expectations for 2026

-Revenue in the range of $9.90 billion to $9.95 billion
-Net income(a) in the range of $1.223 billion to $1.238 billion and adjusted EBITDA(b) in the range of $3.300 billion to $3.325 billion
-Net cash provided by operating activities in the range of $2.65 billion to $2.70 billion and double-digit growth in adjusted free cash flow(b) to a range of $1.40 billion to $1.45 billion
-Upside from additional acquisitions, improvement in commodity prices or increases in macroeconomic activity

TORONTO, ONTARIO, February 11, 2026 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the fourth quarter of 2025 and outlook for 2026.   

“Adjusted EBITDA(b) margin expansion of 110 basis points in the fourth quarter capped off a remarkable year for Waste Connections, driven by price-led organic growth in solid waste and strong execution from ongoing improvements in operating trends.  For the full year 2025, we delivered industry-leading adjusted EBITDA(b) margin of 33.0%, up 100 basis points year over year, excluding the impact of lower commodities,” said Ronald J. Mittelstaedt, President and Chief Executive Officer.  “We also completed another year of above-average acquisition activity, with approximately $330 million in acquired annualized revenue, plus returned a record amount to shareholders including through share repurchases of over $500 million."

“For the third consecutive year, both employee turnover and safety incident rates declined, exiting 2025 at multi-year lows,” continued Mr. Mittelstaedt, “providing ongoing benefits through cost savings, increased productivity, heightened employee engagement and improved customer service.  This operating momentum sets up 2026 for another year of outsized underlying solid waste margin expansion, along with upside from any improvement in the broader economy or commodities that are approaching historical cyclical lows.”

 

Mr. Mittelstaedt concluded, “We are extremely pleased by our 2025 results and our positioning for double-digit growth in adjusted free cash flow in 2026.  Further, with leverage at 2.75 times, our balance sheet strength continues to provide significant optionality to execute on our strong acquisition pipeline, along with further increases in return of capital to shareholders, while also pursuing technology-driven initiatives supporting continued growth."


Q4 2025 Results

Revenue in the fourth quarter totaled $2.373 billion, up from $2.260 billion in the year ago period.  Operating income was $420.8 million, which included $39.1 million in impairments and other items primarily related to an environmental liability at an operating facility and $4.3 million primarily in transaction-related expenses.  This compares to an operating loss of $199.2 million in the prior year period, which included $602.4 million primarily in impairments related to the early closure of a landfill and adjustments to landfill closure and post-closure costs.  

Net income in the fourth quarter was $258.5 million, or $1.01 per share on a diluted basis of 256.5 million shares. In the year ago period, the Company reported net loss of $196.0 million, or $0.76 per share on a diluted basis of 258.0 million shares.  

Adjusted net income(b) in the fourth quarter was $330.1 million, or $1.29 per diluted share, up from $300.6 million, or $1.16 per diluted share, in the prior year period.  Adjusted EBITDA(b) in the fourth quarter was $795.6 million, as compared to $731.9 million in the prior year period.  Adjusted net income, adjusted net income per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude impairments and transaction-related items, as reflected in the detailed reconciliations in the attached tables.

Full Year 2025 Results

For the year ended December 31, 2025, revenue was $9.467 billion, up from $8.920 billion in the year ago period.  Operating income was $1.710 billion, which included $109.7 million in impairments and other operating items primarily related to an environmental liability at an operating facility and the write-down of a non-operating E&P waste facility permit, plus $24.2 million in transaction-related expenses and $0.4 million in fair value changes to certain equity awards.  In the year ago period, operating income was $1.068 billion, which included $613.0 million in impairments primarily related to the early closure of a landfill and closure and post-closure costs, $26.1 million in transaction-related expenses and $1.6 million in fair value changes to certain equity awards.  

Net income for the year ended December 31, 2025 was $1.077 billion, or $4.17 per share on a diluted basis of 258.0 million shares.  In the year ago period, the Company reported net income of $617.6 million, or $2.39 per share on a diluted basis of 258.7 million shares.  

Adjusted net income(b) for the year ended December 31, 2025 was $1.328 billion, or $5.15 per diluted share, up from $1.239 billion, or $4.79 per diluted share, in the year ago period. Adjusted EBITDA(b) for the year ended December 31, 2025 was $3.125 billion, up from $2.902 billion in the prior year period.

 

2026 Outlook

Waste Connections also announced its outlook for 2026, which assumes no change in the current economic environment.  The Company’s outlook excludes expensing of transaction-related items.  The outlook provided below is forward looking, and actual results may differ materially depending on risks and uncertainties detailed at the end of this release and in our periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Certain components of the outlook for 2026 are subject to quarterly fluctuations.  See reconciliations in the attached tables.

-Revenue is estimated in the range of $9.90 billion to $9.95 billion;
-Net income is estimated in the range of $1.223 billion to $1.238 billion and adjusted EBITDA(b) is estimated in the range of $3.300 billion to $3.325 billion;
-Net cash provided by operating activities is estimated in the range of $2.65 billion to $2.70 billion;
-Capital expenditures are estimated to be approximately $1.25 billion; and
-Adjusted free cash flow(b) is estimated in the range of $1.40 billion to $1.45 billion, up 11.2% to 15.1% year over year.    

----------------------------------------------------------------------------------------------------------------------------------------------------

(a) All references to "Net income" refer to the financial statement line item "Net income attributable to Waste Connections".

(b) A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule.

-2-


Q4 2025 Earnings Conference Call

Waste Connections will be hosting a conference call related to fourth quarter earnings on February 12th at 8:30 A.M. Eastern Time.  A live audio webcast of the conference call can be accessed by visiting investors.wasteconnections.com and selecting "Events & Presentations" from the website menu. Alternatively, conference call participants can preregister by clicking here. Registered participants will receive dial-in instructions and a personalized code for entry to the conference call. Shortly after the conclusion of the conference call, a webcast replay will be available on the Waste Connections investor website or by clicking here.

About Waste Connections

Waste Connections (wasteconnections.com) is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million residential, commercial and industrial customers in mostly exclusive and secondary markets across 46 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections views its Environmental, Social and Governance (“ESG”) efforts as integral to its business, with initiatives consistent with its objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing employee engagement. Visit wasteconnections.com/sustainability for more information and updates on our progress towards targeted achievement.

Safe Harbor and Forward-Looking Information

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this press release are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements about expected 2026 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.  Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

– financial tables attached –

CONTACT:

Mary Anne Whitney / (832) 442-2253 Joe Box / (832) 442-2153

maryannew@wasteconnections.com joe.box@wasteconnections.com

-3-


Waste Connections, Inc.

CONDENSED Consolidated Statements of NET INCOME

THRee AND TWELVE months ended DECEMBER 31, 2024 and 2025

(Unaudited)

(in thousands of U.S. dollars, except share and per share amounts)

Three months ended
December 31,

Twelve months ended
December 31,

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

Revenues

$

2,260,283

$

2,373,306

$

8,919,591

$

9,466,915

 

Operating expenses:

Cost of operations

1,324,774

1,364,229

5,191,706

5,455,382

Selling, general and administrative

211,335

229,968

883,445

959,544

Depreciation

261,609

266,838

974,001

1,030,565

Amortization of intangibles

60,184

52,332

189,768

201,541

Impairments and other operating items

601,570

39,111

613,012

109,709

Operating income (loss)

(199,189)

420,828

1,067,659

1,710,174

Interest expense

(82,419)

(86,477)

(326,804)

(334,551)

Interest income

2,215

2,965

11,607

12,139

Other income (expense), net

(2,256)

3,691

10,471

30,154

Income (loss) before income tax provision

(281,649)

341,007

762,933

1,417,916

Income tax (provision) benefit

85,645

(82,508)

(146,363)

(341,359)

Net income (loss)

(196,004)

258,499

616,570

1,076,557

Plus: Net loss attributable to noncontrolling interests

-

-

1,003

-

Net income (loss) attributable to Waste Connections

$

(196,004)

$

258,499

$

617,573

$

1,076,557

Earnings (loss) per common share attributable to Waste Connections’ common shareholders:

Basic

$

(0.76)

$

1.01

$

2.39

$

4.18

Diluted

$

(0.76)

$

1.01

$

2.39

$

4.17

Shares used in the per share calculations:

Basic

258,043,117

255,804,530

257,965,871

257,323,595

Diluted

258,043,117

256,469,561

258,662,190

257,976,741

Cash dividends per common share

$

0.315

$

0.350

$

1.17

$

1.295

-4-


Waste Connections, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands of U.S. dollars, except share and per share amounts)

  ​ ​ ​

December 31,
2024

  ​ ​ ​

December 31,
2025

 

ASSETS

Current assets:

Cash and equivalents

$

62,366

$

45,968

Accounts receivable, net of allowance for credit losses of $25,730 and $21,402 at December 31, 2024 and 2025, respectively

935,027

1,024,992

Prepaid expenses and other current assets

229,519

240,603

Total current assets

1,226,912

1,311,563

Restricted cash

135,807

183,612

Restricted investments

78,126

80,757

Property and equipment, net

8,035,929

8,733,327

Operating lease right-of-use assets

308,198

312,508

Goodwill

7,950,406

8,392,249

Intangible assets, net

1,991,619

2,006,200

Other assets, net

90,812

109,147

Total assets

$

19,817,809

$

21,129,363

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

637,371

$

765,227

Book overdraft

14,628

14,674

Deferred revenue

382,501

416,025

Accrued liabilities

736,824

810,367

Current portion of operating lease liabilities

40,490

44,272

Current portion of contingent consideration

59,169

65,029

Current portion of long-term debt and notes payable

7,851

8,667

Total current liabilities

1,878,834

2,124,261

Long-term portion of debt and notes payable

8,072,928

8,811,104

Long-term portion of operating lease liabilities

272,107

267,000

Long-term portion of contingent consideration

27,993

19,667

Deferred income taxes

958,340

1,085,613

Other long-term liabilities

747,253

576,337

Total liabilities

11,957,455

12,883,982

Commitments and contingencies

Equity:

Common shares: Unlimited shares authorized; 258,067,487 shares issued and 258,019,389 shares outstanding at December 31, 2024; 255,661,011 shares issued and 255,614,663 shares outstanding at December 31, 2025

3,283,161

2,783,431

Additional paid-in capital

325,928

373,239

Accumulated other comprehensive loss

(205,740)

(111,044)

Treasury shares: 48,098 and 46,348 shares at December 31, 2024 and 2025, respectively

-

-

Retained earnings

4,457,005

5,199,755

Total Waste Connections’ equity

7,860,354

8,245,381

Noncontrolling interest in subsidiaries

-

-

Total equity

7,860,354

8,245,381

Total liabilities and equity

$

19,817,809

$

21,129,363

-5-


Waste Connections, Inc.

Condensed Consolidated Statements of Cash Flows

Twelve months ended december 31, 2024 and 2025

(Unaudited)

(in thousands of U.S. dollars)

Twelve months ended December 31,

  ​ ​ ​

2024

  ​ ​ ​

2025

 

Cash flows from operating activities:

Net income

$

616,570

$

1,076,557

Adjustments to reconcile net income to net cash provided by operating activities:

Loss from disposal of assets, impairments and other

122,641

113,555

Adjustment to closure and post-closure liabilities

480,786

-

Depreciation

974,001

1,030,565

Amortization of intangibles

189,768

201,541

Deferred income taxes, net of acquisitions

(57,285)

116,654

Current period provision for expected credit losses

20,243

14,493

Amortization of debt issuance costs

10,007

8,383

Share-based compensation

77,885

79,448

Interest accretion

36,001

51,500

Payment of contingent consideration recorded in earnings

(35,035)

(400)

Adjustments to contingent consideration

(3)

(6,215)

Other

2,656

(7,845)

Net change in operating assets and liabilities, net of acquisitions

(209,308)

(264,167)

Net cash provided by operating activities

2,228,927

2,414,069

Cash flows from investing activities:

Payments for acquisitions, net of cash acquired

(2,120,878)

(817,577)

Capital expenditures for property and equipment

(1,055,988)

(1,179,228)

Capital expenditures for undeveloped landfill property

-

(15,138)

Proceeds from disposal of assets

7,903

10,125

Proceeds from sale of investment in noncontrolling interests

37,000

-

Other

(27,213)

(21,425)

Net cash used in investing activities

(3,159,176)

(2,023,243)

Cash flows from financing activities:

Proceeds from long-term debt

4,564,469

2,674,357

Principal payments on notes payable and long-term debt

(3,245,419)

(2,129,965)

Payment of contingent consideration recorded at acquisition date

(27,743)

(34,269)

Change in book overdraft

(227)

46

Payments for repurchase of common shares

-

(505,517)

Payments for cash dividends

(302,258)

(333,807)

Tax withholdings related to net share settlements of equity-based compensation

(32,928)

(31,809)

Debt issuance costs

(13,449)

(4,864)

Proceeds from issuance of shares under employee share purchase plan

4,486

5,464

Proceeds from sale of common shares held in trust

2,014

323

Other

(4,000)

-

Net cash provided by (used in) financing activities

944,945

(360,041)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(561)

622

Net increase in cash, cash equivalents and restricted cash

14,135

31,407

Cash, cash equivalents and restricted cash at beginning of year

184,038

198,173

Cash, cash equivalents and restricted cash at end of year

$

198,173

$

229,580

-6-


ADDITIONAL STATISTICS

(in thousands of U.S. dollars, except where noted)

Solid Waste Internal Growth:  The following table reflects a breakdown of the components of our solid waste internal growth for the three and twelve month periods ended December 31, 2025:

  ​ ​ ​

Three months ended

December 31, 2025

Twelve months ended

December 31, 2025

Core Price

6.4%

6.5%

Surcharges

(0.0%)

(0.1%)

Volume

(2.7%)

(2.8%)

Recycling

(0.6%)

(0.5%)

Foreign Exchange Impact

0.0%

(0.3%)

Closed Operation

(0.5%)

(0.8%)

Total

2.6%

2.0%

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended December 31, 2024 and 2025:

Three months ended December 31, 2024

  ​ ​ ​

Revenue

  ​ ​ ​

Inter-company
Elimination

  ​ ​ ​

Reported
Revenue

  ​ ​ ​

%

Solid Waste Collection

$

1,612,307

$

(4,513)

$

1,607,794

71.1

%

Solid Waste Disposal and Transfer

718,525

(309,508)

409,017

18.1

%

Solid Waste Recycling

59,802

(2,102)

57,700

2.6

%

E&P Waste Treatment, Recovery and Disposal

146,328

(6,074)

140,254

6.2

%

Intermodal and Other

45,908

(390)

45,518

2.0

%

Total

$

2,582,870

$

(322,587)

$

2,260,283

100.0

%

Three months ended December 31, 2025

  ​ ​ ​

Revenue

  ​ ​ ​

Inter-company
Elimination

  ​ ​ ​

Reported
Revenue

  ​ ​ ​

%

Solid Waste Collection

$

1,705,896

$

(6,202)

$

1,699,694

71.6

%

Solid Waste Disposal and Transfer

757,060

(338,748)

418,312

17.6

%

Solid Waste Recycling

51,202

(2,022)

49,180

2.1

%

E&P Waste Treatment, Recovery and Disposal

171,066

(6,661)

164,405

6.9

%

Intermodal and Other

42,295

(580)

41,715

1.8

%

Total

$

2,727,519

$

(354,213)

$

2,373,306

100.0

%

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three and twelve month periods ended December 31, 2024 and 2025:

Three months ended
December 31,

Twelve months ended
December 31,

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

Acquisitions, net

$

169,467

$

58,470

$

529,183

$

377,259

-7-


ADDITIONAL STATISTICS (continued)

(in thousands of U.S. dollars, except where noted)

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and twelve month periods ended December 31, 2024 and 2025:

Three months ended
December 31,

Twelve months ended
December 31,

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

Cash Interest Paid

$

75,738

$

69,278

$

298,934

$

308,316

Cash Taxes Paid

51,382

79,488

215,997

221,022

Debt to Book Capitalization as of December 31, 2025: 52%

Internalization for the three months ended December 31, 2025: 59%

Days Sales Outstanding for the three months ended December 31, 2025: 40 (24 net of deferred revenue)

Share Information for the three months ended December 31, 2025:

Basic shares outstanding

255,804,530

Dilutive effect of equity-based awards

665,031

Diluted shares outstanding

256,469,561

-8-


NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted EBITDA:

Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry.  Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations.  Waste Connections defines adjusted EBITDA as net income attributable to Waste Connections, plus or minus net income (loss) attributable to noncontrolling interests, plus income tax provision, plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income.  Waste Connections further adjusts this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of its business.  This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures.  Other companies may calculate adjusted EBITDA differently.  

Three months ended
December 31,

Twelve months ended
December 31,

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

Net income (loss) attributable to Waste Connections

$

(196,004)

$

258,499

$

617,573

$

1,076,557

Less: Net loss attributable to noncontrolling interests

-

-

(1,003)

-

Plus/(Less): Income tax provision (benefit)

(85,645)

82,508

146,363

341,359

Plus: Interest expense

82,419

86,477

326,804

334,551

Less: Interest income

(2,215)

(2,965)

(11,607)

(12,139)

Plus: Depreciation and amortization

321,793

319,170

1,163,769

1,232,106

Plus: Closure and post-closure accretion

6,896

12,176

29,774

47,955

Plus: Impairments and other operating items

601,570

39,111

613,012

109,709

Plus/(Less): Other expense (income), net

2,256

(3,691)

(10,471)

(30,154)

Adjustments:

Plus: Transaction-related expenses(a)

890

4,400

26,059

24,178

Plus/(Less): Fair value changes to equity awards(b)

(11)

(94)

1,592

433

Adjusted EBITDA

$

731,949

$

795,591

$

2,901,865

$

3,124,555

As % of revenues

32.4%

33.5%

32.5%

33.0%

____________________________

(a)Reflects the addback of acquisition-related transaction costs.
(b)Reflects fair value accounting changes associated with certain equity awards.

-9-


NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted Free Cash Flow:

Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a liquidity measure in the solid waste industry.  Waste Connections calculates adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment.  Waste Connections further adjusts this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of its business operations.  This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures.  Other companies may calculate adjusted free cash flow differently.

Twelve months ended
December 31,

  ​ ​ ​

  ​ ​ ​

2024

  ​ ​ ​

2025

Net cash provided by operating activities

$

2,228,927

$

2,414,069

Plus/(Less): Change in book overdraft

(227)

46

Plus: Proceeds from disposal of assets

7,903

10,125

Less: Capital expenditures for property and equipment

(1,055,988)

(1,179,228)

Adjustments:

Payment of contingent consideration recorded in earnings(a)

35,035

400

Transaction-related expenses(b)

11,408

15,142

Executive separation costs (c)

1,670

2,119

Pre-existing Progressive Waste share-based grants(d)

1,194

16

Tax effect(e)

(12,396)

(3,396)

Adjusted free cash flow

$

1,217,526

$

1,259,293

As % of revenues

13.7%

13.3%

___________________________

(a)Reflects the addback of acquisition-related payments for contingent consideration that were recorded as expenses in earnings and as a component of cash flows from operating activities as the amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition date.
(b)Reflects the addback of acquisition-related transaction costs.
(c)Reflects the cash component of severance expense associated with an executive departure.
(d)Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
(e)The aggregate tax effect of footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.

-10-


NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except per share amounts)

Reconciliation of Adjusted Net Income attributable to Waste Connections and Adjusted Net Income per Diluted Share attributable to Waste Connections:

Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, both non-GAAP financial measures, are provided supplementally because they are widely used by investors as a valuation measure in the solid waste industry.  Management uses adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations.  Waste Connections provides adjusted net income attributable to Waste Connections to exclude the effects of items management believes impact the comparability of operating results between periods.  Adjusted net income attributable to Waste Connections has limitations due to the fact that it excludes items that have an impact on the Company’s financial condition and results of operations.  Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections are not a substitute for, and should be used in conjunction with, GAAP financial measures.  Other companies may calculate these non-GAAP financial measures differently.  

Three months ended
December 31,

Twelve months ended
December 31,

  ​ ​ ​

2024

  ​ ​ ​

2025

2024

2025

Reported net income (loss) attributable to Waste Connections

$

(196,004)

$

258,499

$

617,573

$

1,076,557

Adjustments:

Amortization of intangibles(a)

60,184

52,332

189,768

201,541

Impairments and other operating items(b)

601,570

39,111

613,012

109,709

Transaction-related expenses(c) 

890

4,400

26,059

24,178

Fair value changes to equity awards(d)

(11)

(94)

1,592

433

Tax effect(e)

(166,051)

(24,181)

(208,711)

(84,084)

Adjusted net income attributable to Waste Connections

$

300,578

$

330,067

$

1,239,293

$

1,328,334

Diluted earnings per common share attributable to Waste Connections’ common shareholders:

Reported net income (loss)

$

(0.76)

$

1.01

$

2.39

$

4.17

Adjusted net income

$

1.16

$

1.29

$

4.79

$

5.15

Shares used in the per share calculations:

Reported diluted shares

258,043,117

256,469,561

258,662,190

257,976,741

Adjusted diluted shares(f)

258,842,751

256,469,561

258,662,190

257,976,741

____________________________

(a)Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.
(b)Reflects the addback of impairments and other operating items.
(c)Reflects the addback of acquisition-related transaction costs.
(d)Reflects fair value accounting changes associated with certain equity awards.
(e)The aggregate tax effect of the adjustments in footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.
(f)Reflects reported diluted shares adjusted for shares that were excluded from the reported diluted shares calculation due to reporting a net loss during the three months ended December 31, 2024.  

-11-


2026 OUTLOOK

NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted EBITDA:

2026 Outlook

Low Estimate

High Estimate

Observation

Net income attributable to Waste Connections

$

1,223,000

$

1,238,000

Plus: Income tax provision

397,000

402,000

Approximate 24.5% effective rate

Plus: Interest expense, net

330,000

330,000

Plus: Depreciation and Depletion

1,105,000

1,110,000

Approximately 11.2% of revenue

Plus: Amortization

195,000

195,000

Approximately 2.0% of revenue

Plus: Closure and post-closure accretion

50,000

50,000

Adjusted EBITDA

$

3,300,000

$

3,325,000

Approximately 33.3% - 33.4% of revenue

Reconciliation of Adjusted Free Cash Flow:

2026 Outlook

Low Estimate

High Estimate

Net cash provided by operating activities

$

2,650,000

$

2,700,000

Less: Capital expenditures for property and equipment

(1,250,000)

(1,250,000)

Adjusted Free Cash Flow

$

1,400,000

$

1,450,000

-12-


FAQ

How did Waste Connections (WCN) perform in Q4 2025?

Waste Connections reported Q4 2025 revenue of $2.37 billion, up from $2.26 billion a year earlier. Adjusted EBITDA rose to $795.6 million with a 33.5% margin, while adjusted net income reached $330.1 million, or $1.29 per diluted share.

What were Waste Connections' full year 2025 financial results?

For 2025, Waste Connections generated $9.47 billion in revenue, up from $8.92 billion in 2024. Net income was $1.08 billion, or $4.17 per diluted share, and adjusted EBITDA reached $3.13 billion with a 33.0% margin on revenue.

What is included in Waste Connections' 2026 outlook?

For 2026, Waste Connections targets adjusted EBITDA between $3.30 billion and $3.33 billion, implying margins around 33.3%–33.4% of revenue. It also projects adjusted free cash flow of $1.40–$1.45 billion, assuming no change in the current economic environment.

How strong was Waste Connections' cash flow in 2025?

In 2025, Waste Connections reported net cash provided by operating activities of $2.41 billion. Adjusted free cash flow, after capital expenditures and defined adjustments, totaled $1.26 billion, representing 13.3% of revenues for the year ended December 31, 2025.

How did Waste Connections deploy capital in 2025?

Waste Connections completed about $330 million of acquired annualized revenue in 2025 and executed share repurchases of over $500 million. It also paid cash dividends of $333.8 million, while maintaining leverage at 2.75 times, supporting ongoing acquisition and shareholder return plans.

What non-GAAP metrics does Waste Connections emphasize?

Waste Connections highlights non-GAAP metrics such as adjusted EBITDA, adjusted net income, and adjusted free cash flow. In 2025, adjusted EBITDA was $3.13 billion, adjusted net income was $1.33 billion, and adjusted free cash flow was $1.26 billion, with detailed reconciliations provided.

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