STOCK TITAN

Waste Connections (NYSE: WCN) raises 2026 guidance after Q2 results above expectations

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Waste Connections, Inc. reported second quarter 2026 results and raised its full‑year 2026 outlook. Q2 revenue was $2.562 billion, up from $2.407 billion a year earlier. Net income was $296.4 million, or $1.17 per diluted share, versus $290.3 million, or $1.12, in 2025.

Adjusted net income rose to $381.7 million, or $1.50 per diluted share, from $333.1 million, or $1.29, and adjusted EBITDA increased to $840.1 million with a 32.8% margin. First‑half 2026 revenue reached $4.932 billion, with adjusted EBITDA of $1.610 billion and adjusted free cash flow of 703,366 (in thousands of U.S. dollars). Results included significant non‑cash charges related to landfill closure and post‑closure cost adjustments.

For 2026, Waste Connections now forecasts revenue of $10.02 billion to $10.05 billion, adjusted EBITDA of $3.33 billion to $3.34 billion, and adjusted free cash flow of 1,400,000 to 1,450,000 (in thousands of U.S. dollars). Management highlighted a record level of share repurchases, over $100 million in acquired annualized revenue, and debt to book capitalization of 54%.

Positive

  • Q2 adjusted EPS $1.50 versus $1.29 in 2025, higher earnings.
  • 2026 revenue outlook $10.02–$10.05B with raised adjusted EBITDA guidance.
  • Adjusted free cash flow 1,400,000–1,450,000 (thousands) backing capital returns.

Negative

  • None.

Filing Explained

By June 30, the company reported 252,154,695 shares outstanding after 614,507 thousand dollars of first-half repurchase payments.

This July 22, 2026 Form 8-K is a material-event report that furnishes the company’s second-quarter results and updated 2026 outlook through Exhibit 99.1.

The results are reported historical figures and the outlook remains forward-looking; for existing common holders, the filing also documents first-half repurchase payments alongside lower reported shares outstanding at June 30, 2026.

The six-month cash-flow statement records $614,507 (in thousands of U.S. dollars) paid to repurchase common shares, while the balance sheet reports 255,614,663 shares outstanding at December 31, 2025 and 252,154,695 at June 30, 2026.

At June 30, 2026, cash and equivalents were $98,180 (in thousands), with restricted cash of $163,398 (in thousands) listed separately; the updated outlook excludes additional acquisitions that may close during the year and assumes no change in the current economic environment.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $2.562 billion Revenue in the second quarter totaled $2.562 billion
Q2 2026 Net Income $296.4 million Net income in the second quarter was $296.4 million
Q2 2026 Adjusted EBITDA $840.1 million; 32.8% margin Adjusted EBITDA* in the second quarter was $840.1 million with a 32.8% margin
Six-month 2026 Revenue $4.932 billion For the six months ended June 30, 2026, revenue was $4.932 billion
Six-month 2026 Adjusted EBITDA $1.610 billion Adjusted EBITDA* for the six months ended June 30, 2026 was $1.610 billion
2026 Revenue Outlook $10.02–$10.05 billion Increase our full year outlook to revenue of $10.02 billion to $10.05 billion
2026 Adjusted EBITDA Outlook $3.33–$3.34 billion And adjusted EBITDA* of $3.33 billion to $3.34 billion
Debt to Book Capitalization 54% Debt to Book Capitalization as of June 30, 2026: 54%
Adjusted EBITDA financial
"Adjusted EBITDA* in the second quarter was $840.1 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted free cash flow financial
"Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally"
Adjusted free cash flow is the amount of money a company generates from its operations after accounting for essential expenses and investments, like maintaining or upgrading equipment. It shows how much cash is truly available to grow the business, pay debts, or return to shareholders, helping investors see the company's financial health more clearly.
Core Price financial
"Core Price is defined as the revenue growth attributable to price increases"
Core price is a measure of general price changes that excludes highly volatile items—typically food and energy—so it highlights the underlying trend in what things cost. Investors watch core price because it gives a clearer signal of persistent inflation that can influence central bank decisions, interest rates and asset values; think of it as looking at the steady pattern after removing short-term weather-driven spikes.
closure and post-closure accretion financial
"Plus: Closure and post-closure accretion | 10,328"
non-GAAP financial measure financial
"Adjusted net income, a non-GAAP financial measure, is provided supplementally"
A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.
Q2 2026 revenue $2.562 billion from $2.407 billion in Q2 2025 to $2.562 billion in Q2 2026
Q2 2026 net income $296.4 million; $1.17 diluted EPS from $290.3 million, or $1.12 per diluted share, in Q2 2025
Q2 2026 adjusted net income $381.7 million; $1.50 adjusted diluted EPS from $333.1 million, or $1.29 per diluted share, in Q2 2025
Q2 2026 adjusted EBITDA $840.1 million; 32.8% margin from $786.4 million and a 32.7% margin in Q2 2025
Six-month 2026 adjusted free cash flow 703,366 (in thousands of U.S. dollars) from 699,088 (in thousands of U.S. dollars) for the six months ended June 30, 2025
Guidance

Updated 2026 outlook includes revenue of $10.02–$10.05 billion, adjusted EBITDA of $3.33–$3.34 billion, and adjusted free cash flow of 1,400,000–1,450,000 (in thousands of U.S. dollars), excluding additional acquisitions and related transaction expenses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What were Waste Connections (WCN) Q2 2026 revenue and earnings?

Waste Connections reported Q2 2026 revenue of $2.562 billion and net income of $296.4 million, or $1.17 per diluted share. Adjusted net income was $381.7 million, or $1.50 per diluted share, and adjusted EBITDA reached $840.1 million with a 32.8% margin.

How did Waste Connections (WCN) Q2 2026 results compare with Q2 2025?

Q2 2026 revenue of $2.562 billion rose from $2.407 billion in Q2 2025. Net income increased to $296.4 million from $290.3 million, while adjusted net income grew to $381.7 million from $333.1 million and adjusted EBITDA rose to $840.1 million from $786.4 million.

What full-year 2026 outlook did Waste Connections (WCN) provide?

Waste Connections raised its 2026 outlook to revenue of $10.02–$10.05 billion and adjusted EBITDA of $3.33–$3.34 billion. It also projects adjusted free cash flow between 1,400,000 and 1,450,000 (in thousands of U.S. dollars), excluding additional acquisitions and related transaction expenses.

How did Waste Connections (WCN) perform in the first half of 2026?

For the six months ended June 30, 2026, Waste Connections generated revenue of $4.932 billion and net income of $515.7 million, or $2.02 diluted EPS. Adjusted net income was $696.6 million, adjusted EBITDA was $1.610 billion, and adjusted free cash flow totaled 703,366 (in thousands of U.S. dollars).

What non-GAAP metrics does Waste Connections (WCN) emphasize?

Waste Connections highlights adjusted EBITDA, adjusted net income and adjusted free cash flow as key non-GAAP measures. These exclude items such as amortization of intangibles, impairments, transaction-related expenses and certain equity award revaluations, with detailed reconciliations provided to the nearest GAAP metrics.

Were there significant non-recurring charges in Waste Connections (WCN) 2026 results?

Yes. Q2 2026 operating income included $58.5 million primarily from impairments related to landfill closure and post-closure cost adjustments. For the first half of 2026, such adjustments totaled $138.0 million, materially affecting reported operating income versus non-GAAP performance measures.
0001318220falseNYSETX0001318220exch:XNYS2026-07-222026-07-220001318220exch:XCHI2026-07-222026-07-2200013182202026-07-222026-07-22

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): July 22, 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
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 July 22, 2026, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its second quarter 2026 results and updated outlook for 2026.  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 July 22, 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: July 22, 2026

BY:

/s/ Mary Anne Whitney

Mary Anne Whitney

Executive Vice President and Chief Financial Officer

Exhibit 99.1

Graphic

WASTE CONNECTIONS REPORTS SECOND QUARTER 2026 RESULTS AND

RAISES FULL YEAR OUTLOOK

-Better than expected results drive increase to full year 2026 outlook, with upside from improving commodities and ongoing acquisition activity
-Revenue of $2.562 billion, above expectations and up 6.4%
-Net income of $296.4 million, or $1.17 per share, adjusted net income* of $381.7 million, or $1.50 per share
-Adjusted EBITDA* of $840.1 million, above expectations and up 6.8%
-Adjusted EBITDA* margin of 32.8% of revenue
-Record year-to-date share repurchases of $614.5 million, or approximately 1.5% of shares outstanding  

TORONTO, ONTARIO, July 22, 2026 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the second quarter of 2026 and raised its outlook for the full year. 

“We are extremely pleased to deliver results above expectations, led primarily by strong operational execution driving a top-to-bottom beat in the second quarter.  Most notably, adjusted EBITDA* margin expanded to 32.8% on 70 basis points of underlying margin expansion overcoming cost pressures primarily from rapidly spiking fuel and related costs, as well as ongoing drags from comparatively lower commodity values,” said Ronald J. Mittelstaedt, President and Chief Executive Officer.  "Our outperformance, in spite of ongoing geopolitical instability and the associated uncertainty, is a reflection of our differentiated strategy and a purposeful culture, both of which will continue to set us apart."  

“Our achievements in the first half of 2026, with recent commodity values and ongoing fuel cost recovery, plus contributions from acquisitions closed to date, position us to increase our full year outlook to revenue of $10.02 billion to $10.05 billion and adjusted EBITDA* of $3.33 billion to $3.34 billion, with upside from improving trends in commodities and contributions from incremental acquisitions.”

 

Mr. Mittelstaedt added, “Along with a record amount of share repurchases, we’ve completed acquisitions with over $100 million in annualized revenue and remain well-positioned for another outsized year of activity.  The enduring strength of our balance sheet and free cash flow generation once again demonstrates our ability to fund our growth strategy while increasing our return of capital to shareholders.”

Q2 2026 Results

Revenue in the second quarter totaled $2.562 billion, up from $2.407 billion in the year ago period.  Operating income was $437.6 million, which included $58.5 million primarily attributable to impairments related to adjustments to landfill closure and post closure costs and $7.9 million primarily in transaction-related expenses.  This compares to operating income of $459.5 million in the second quarter of 2025, which included $7.3 million primarily in impairments and other operating items and transaction-related expenses.  Net income in the second quarter was $296.4 million, or $1.17 per share on a diluted basis of 253.9 million shares.  In the year ago period, the Company reported net income of $290.3 million, or $1.12 per share on a diluted basis of 259.0 million shares.  

Adjusted net income* in the second quarter was $381.7 million, or $1.50 per diluted share, versus $333.1 million, or $1.29 per diluted share, in the prior year period.  Adjusted EBITDA* in the second quarter was $840.1 million, as compared to $786.4 million in the

-1-


prior year period.  Adjusted net income, adjusted net income per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude impairments and acquisition-related items, as reflected in the detailed reconciliations in the attached tables.

Six Months Year to Date Results

For the six months ended June 30, 2026, revenue was $4.932 billion, up from $4.635 billion in the year ago period.  Operating income, which included $138.0 million primarily attributable to adjustments to landfill closure and post closure costs, $9.9 million in transaction-related expenses, partially offset by $1.3 million in fair value changes to equity awards, was $801.6 million, as compared to operating income of $849.8 million in the prior year period, which included $27.5 million primarily attributable to transaction-related expenses and impairments and other operating items.

Net income for the six months ended June 30, 2026 was $515.7 million, or $2.02 per share on a diluted basis of 254.9 million shares.  In the year ago period, the Company reported net income of $531.8 million, or $2.05 per share on a diluted basis of 258.9 million shares.  

Adjusted net income* for the six months ended June 30, 2026 was $696.6 million, or $2.73 per diluted share, compared to $626.2 million, or $2.42 per diluted share, in the year ago period. Adjusted EBITDA* for the six months ended June 30, 2026 was $1.610  billion, as compared to $1.499 billion in the prior year period.  

Updated 2026 Outlook

Waste Connections also updated its outlook for 2026, which assumes no change in the current economic environment or underlying economic trends.  The Company’s outlook excludes any impact from additional acquisitions that may close during the year, and 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 to be between $10.02 billion to $10.05 billion;  
-Net income is estimated to be between $1.169 billion and $1.173 billion, and adjusted EBITDA* is estimated to be between $3.33 billion and $3.34 billion;
-Capital expenditures are estimated to be approximately $1.25 billion; and  
-Net cash provided by operating activities is estimated to be between $2.63 billion and $2.68 billion, and adjusted free cash flow* is estimated to be between $1.40 billion and $1.45 billion.  

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

* A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule

-2-


Q2 2026 Earnings Conference Call

Waste Connections will be hosting a conference call related to second quarter earnings on July 23rd  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 sustainability 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 SIX months ended JUNE 30, 2025 and 2026

(Unaudited)

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

Three months ended
June 30,

Six months ended
June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

Revenues

$

2,407,055

$

2,561,607

$

4,635,231

$

4,932,239

 

Operating expenses:

Cost of operations

1,392,857

1,479,217

2,684,299

2,840,317

Selling, general and administrative

242,966

260,493

493,100

511,612

Depreciation

257,421

278,277

499,728

545,762

Amortization of intangibles

50,236

47,600

97,878

94,864

Impairments and other operating items

4,030

58,466

10,471

138,050

Operating income

459,545

437,554

849,755

801,634

Interest expense

(82,751)

(91,203)

(163,626)

(178,922)

Interest income

2,314

4,126

4,084

7,239

Other income, net

10,050

33,253

11,922

37,337

Income before income tax provision

389,158

383,730

702,135

667,288

Income tax provision

(98,882)

(87,331)

(170,348)

(151,546)

Net income

$

290,276

$

296,399

$

531,787

$

515,742

Earnings per common share:

Basic

$

1.12

$

1.17

$

2.06

$

2.03

Diluted

$

1.12

$

1.17

$

2.05

$

2.02

Shares used in the per share calculations:

Basic

258,377,345

253,457,489

258,286,168

254,398,232

Diluted

258,982,647

253,856,582

258,944,234

254,860,729

Cash dividends per common share

$

0.315

$

0.350

$

0.630

$

0.70

-4-


Waste Connections, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

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

  ​ ​ ​

December 31,
2025

  ​ ​ ​

June 30,
2026

 

ASSETS

Current assets:

Cash and equivalents

$

45,968

$

98,180

Accounts receivable, net of allowance for credit losses of $21,402 and $23,961 at December 31, 2025 and June 30, 2026, respectively

1,024,992

1,069,733

Prepaid expenses and other current assets

240,603

231,225

Total current assets

1,311,563

1,399,138

Restricted cash

183,612

163,398

Restricted investments

80,757

72,781

Property and equipment, net

8,733,327

8,965,023

Operating lease right-of-use assets

312,508

315,657

Goodwill

8,392,249

8,388,109

Intangible assets, net

2,006,200

1,973,464

Other assets, net

109,147

121,882

Total assets

$

21,129,363

$

21,399,452

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

765,227

$

771,781

Book overdraft

14,674

28,918

Deferred revenue

416,025

429,904

Accrued liabilities

810,367

781,129

Current portion of operating lease liabilities

44,272

46,878

Current portion of contingent consideration

65,029

61,416

Current portion of long-term debt and notes payable

8,667

8,094

Total current liabilities

2,124,261

2,128,120

Long-term portion of debt and notes payable

8,811,104

9,283,810

Long-term portion of operating lease liabilities

267,000

270,860

Long-term portion of contingent consideration

19,667

19,647

Deferred income taxes

1,085,613

1,121,465

Other long-term liabilities

576,337

654,332

Total liabilities

12,883,982

13,478,234

Commitments and contingencies

Shareholders’ equity:

Common shares: Unlimited shares authorized; 255,661,011 shares issued and 255,614,663 shares outstanding at December 31, 2025; 252,201,043 shares issued and 252,154,695 shares outstanding at June 30, 2026

2,783,431

2,171,955

Additional paid-in capital

373,239

389,514

Accumulated other comprehensive loss

(111,044)

(178,647)

Treasury shares: 46,348 and 46,348 shares at December 31, 2025 and June 30, 2026, respectively

-

-

Retained earnings

5,199,755

5,538,396

Total shareholders’ equity

8,245,381

7,921,218

Total liabilities and shareholders’ equity

$

21,129,363

$

21,399,452

-5-


Waste Connections, Inc.

Condensed Consolidated Statements of Cash Flows

SIX months ended JUNE 30, 2025 and 2026

(Unaudited)

(in thousands of U.S. dollars)

Six months ended June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

 

Cash flows from operating activities:

Net income

$

531,787

$

515,742

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

Loss from disposal of assets, impairments and other

11,480

7,164

Adjustments to closure and post-closure liabilities

-

131,980

Depreciation

499,728

545,762

Amortization of intangibles

97,878

94,864

Deferred income taxes, net of acquisitions

58,292

37,189

Current period provision for expected credit losses

5,171

14,519

Amortization of debt issuance costs

4,101

4,502

Share-based compensation

41,956

41,539

Interest accretion

25,556

22,156

Payment of contingent consideration recorded in earnings

(400)

(1)

Adjustments to contingent consideration

30,584

(1,315)

Other

(2,661)

(3,778)

Net change in operating assets and liabilities, net of acquisitions

(123,731)

(131,437)

Net cash provided by operating activities

1,179,741

1,278,886

Cash flows from investing activities:

Payments for acquisitions, net of cash acquired

(510,738)

(309,644)

Capital expenditures for property and equipment

(497,765)

(598,949)

Capital expenditures for undeveloped land

-

(51,049)

Proceeds from disposal of assets

5,417

2,922

Other

(16,886)

(5,232)

Net cash used in investing activities

(1,019,972)

(961,952)

Cash flows from financing activities:

Proceeds from long-term debt

1,613,594

1,703,552

Principal payments on notes payable and long-term debt

(1,488,785)

(1,176,382)

Payment of contingent consideration recorded at acquisition date

(22,895)

(4,707)

Change in book overdraft

397

14,244

Payments for repurchase of common shares

(389)

(614,507)

Payments for cash dividends

(162,950)

(177,101)

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

(30,934)

(24,985)

Debt issuance costs

(3,433)

(5,676)

Proceeds from issuance of shares under employee share purchase plan

2,593

3,031

Proceeds from sale of common shares held in trust

324

-

Net cash used in financing activities

(92,478)

(282,531)

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

2,007

(2,405)

Net increase in cash, cash equivalents and restricted cash

69,298

31,998

Cash, cash equivalents and restricted cash at beginning of period

198,173

229,580

Cash, cash equivalents and restricted cash at end of period

$

267,471

$

261,578

-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 six month periods ended June 30, 2026:

  ​ ​ ​

Three months ended

June 30, 2026

Six months ended

June 30, 2026

Yield(a)

4.6%

4.6%

Surcharges

1.1%

0.5%

Unit Volume(a)

(1.9%)

(1.7%)

Recycling

(0.2%)

(0.3%)

Foreign Exchange Impact

0.0%

0.2%

Total

3.6%

3.3%

Core Price(b)

5.6%

5.8%

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

(a) In the first quarter of 2026, WCN began providing a breakdown of organic growth in solid waste collection, transfer and disposal to include Yield and Unit Volume, which are performance metrics used by management to evaluate the effectiveness of our pricing and organic growth strategies. Yield, or change in average price per unit of service, reflects the impacts of customer churn and new business activity and the resulting mix by line of business and by geographic segment;Unit Volume reflects estimated change in units of activity.  

(b) Core Price is defined as the revenue growth attributable to price increases, net of rollbacks, on solid waste collection, transfer and disposal customers.  This definition is consistent with Core Price references provided in prior periods.

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended June 30, 2025 and 2026:

Three months ended June 30, 2025

  ​ ​ ​

Revenue

  ​ ​ ​

Inter-company
Elimination

  ​ ​ ​

Reported
Revenue

  ​ ​ ​

%

Solid Waste Collection

$

1,690,785

$

(5,331)

$

1,685,454

70.0

%

Solid Waste Disposal and Transfer

784,015

(342,396)

441,619

18.3

%

Solid Waste Recycling

69,163

(2,358)

66,805

2.8

%

E&P Waste Treatment, Recovery and Disposal

178,117

(8,282)

169,835

7.1

%

Intermodal and Other

43,934

(592)

43,342

1.8

%

Total

$

2,766,014

$

(358,959)

$

2,407,055

100.0

%

Three months ended June 30, 2026

  ​ ​ ​

Revenue

  ​ ​ ​

Inter-company
Elimination

  ​ ​ ​

Reported
Revenue

  ​ ​ ​

%

Solid Waste Collection

$

1,789,235

$

(5,512)

$

1,783,723

69.6

%

Solid Waste Disposal and Transfer

829,536

(365,280)

464,256

18.1

%

Solid Waste Recycling

63,946

(2,549)

61,397

2.4

%

E&P Waste Treatment, Recovery and Disposal

211,153

(10,198)

200,955

7.9

%

Intermodal and Other

62,806

(11,530)

51,276

2.0

%

Total

$

2,956,676

$

(395,069)

$

2,561,607

100.0

%

-7-


ADDITIONAL STATISTICS (continued)

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

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, closed during or subsequent to the prior periods:

Three months ended
June 30,

Six months ended
June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

Acquisitions, net

$

112,870

$

45,758

$

242,168

$

101,011

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and six month periods ended June 30, 2025 and 2026:

Three months ended
June 30,

Six months ended
June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

Cash Interest Paid

$

71,092

$

64,657

$

155,246

$

172,901

Cash Taxes Paid

68,965

77,306

91,140

99,179

Debt to Book Capitalization as of June 30, 2026: 54%

Internalization for the three months ended June 30, 2026: 59%

Days Sales Outstanding for the three months ended June 30, 2026: 38 (23 net of deferred revenue)

Share Information for the three months ended June 30, 2026:

Basic shares outstanding

253,457,489

Dilutive effect of equity-based awards

399,093

Diluted shares outstanding

253,856,582

-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, 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
June 30,

Six months ended
June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

Net income

$

290,276

$

296,399

$

531,787

$

515,742

Plus: Income tax provision

98,882

87,331

170,348

151,546

Plus: Interest expense

82,751

91,203

163,626

178,922

Less: Interest income

(2,314)

(4,126)

(4,084)

(7,239)

Plus: Depreciation and amortization

307,657

325,877

597,606

640,626

Plus: Closure and post-closure accretion

11,942

10,328

23,816

20,619

Plus: Impairments and other operating items

4,030

58,466

10,471

138,050

Less: Other income, net

(10,050)

(33,253)

(11,922)

(37,337)

Adjustments:

Plus: Transaction-related expenses(a)

3,973

7,588

15,943

9,948

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

(734)

267

1,036

(1,269)

Adjusted EBITDA

$

786,413

$

840,080

$

1,498,627

$

1,609,608

As % of revenues

32.7%

32.8%

32.3%

32.6%

____________________________

(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.

Three months ended
June 30,

Six months ended
June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

Net cash provided by operating activities

$

638,202

$

733,288

$

1,179,741

$

1,278,886

Plus: Change in book overdraft

507

20,358

397

14,244

Plus: Proceeds from disposal of assets

4,448

1,143

5,417

2,922

Less: Capital expenditures for property and equipment

(285,310)

(302,354)

(497,765)

(598,949)

Adjustments:

Transaction-related expenses(a)

8,769

5,759

11,161

7,372

Executive separation costs(b)

1,670

978

2,119

978

Payment of contingent consideration recorded in earnings(c)

400

1

400

1

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

-

-

16

-

Tax effect(e)

(1,673)

(1,684)

(2,398)

(2,088)

Adjusted free cash flow

$

367,013

$

457,489

$

699,088

$

703,366

As % of revenues

15.2%

17.9%

15.1%

14.3%

___________________________

(a)Reflects the addback of acquisition-related transaction costs.  
(b)Reflects the cash component of severance expense associated with an executive departure from 2023.
(c)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.
(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 and Adjusted Net Income per Diluted Share:

Adjusted net income and adjusted net income per diluted share, both non-GAAP financial measures, are provided supplementally because they are widely used by investors as valuation measures in the solid waste industry.  Management uses adjusted net income   and adjusted net income per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations.  Waste Connections provides adjusted net income to exclude the effects of items management believes impact the comparability of operating results between periods.  Adjusted net income 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 and adjusted net income per diluted share 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
June 30,

Six months ended
June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

2025

2026

Reported net income

$

290,276

$

296,399

$

531,787

$

515,742

Adjustments:

Amortization of intangibles(a)

50,236

47,600

97,878

94,864

Impairments and other operating items(b)

4,030

58,466

10,471

138,050

Transaction-related expenses(c) 

3,973

7,588

15,943

9,948

Fair value changes to equity awards(d)

(734)

267

1,036

(1,269)

Tax effect(e)

(14,687)

(28,629)

(30,898)

(60,765)

Adjusted net income

$

333,094

$

381,691

$

626,217

$

696,570

Diluted earnings per common share:

Reported net income

$

1.12

$

1.17

$

2.05

$

2.02

Adjusted net income

$

1.29

$

1.50

$

2.42

$

2.73

_________________________

(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.

-11-


UPDATED 2026 OUTLOOK

NON-GAAP RECONCILIATION SCHEDULE

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

Reconciliation of Adjusted EBITDA:

Updated 2026 Outlook

Low Estimate

High Estimate

Net income

$

1,169,000

$

1,173,000

Plus: Income tax provision(a)

351,000

353,000

Plus: Interest expense, net

358,000

358,000

Plus: Depreciation and Depletion

1,110,000

1,114,000

Plus: Amortization

192,000

192,000

Plus: Closure and post-closure accretion

40,608

40,608

Plus: Impairments and other operating items(b)

138,050

138,050

Less: Other income, net(b)

(37,337)

(37,337)

Adjustments(b)

Plus: Transaction-related expenses

9,948

9,948

Plus: Fair value changes to equity awards

(1,269)

(1,269)

Adjusted EBITDA

$

3,330,000

$

3,340,000

____________________________

(a)Approximately 23.1% full year effective tax rate, including amounts reported for the six month period ended June 30, 2026.
(b)Reflects amounts reported for the six month period ended June 30, 2026, as shown on page 9.

Reconciliation of Adjusted Free Cash Flow:

Updated 2026 Outlook

Low Estimate

High Estimate

Net cash provided by operating activities

$

2,626,571

$

2,676,571

Plus:  Change in book overdraft(a)

14,244

14,244

Plus: Proceeds from disposal of assets(a)

2,922

2,922

Less: Capital expenditures for property and equipment

(1,250,000)

(1,250,000)

Adjustments:(a)

Transaction-related expenses

7,372

7,372

Executive separation costs

978

978

Payment of contingent consideration recorded in earnings

1

1

Tax effect

(2,088)

(2,088)

Adjusted Free Cash Flow

$

1,400,000

$

1,450,000

____________________________

(a)Reflects amounts reported for the six month period ended June 30, 2026, as shown on page 10.

-12-


Filing Exhibits & Attachments

5 documents