[8-K] Waste Connections, Inc. Reports Material Event

Rhea-AI Filing Summary

Moody’s Corp. (MCO) – Form 4 insider activity

• Reporting person: SVP & Chief Financial Officer Noemie Clemence Heuland.
• Date of earliest transaction: 29 Jul 2025.
• Employee stock option exercise: 783 options converted at an exercise price of $391.67.
• Sales: 114.431 shares sold at a weighted-average $508.84 and 783 shares sold at $508.15.
• Net disposition: 897.431 shares (~$456k in proceeds) leaving 2,148 common shares directly owned.
• Derivative position: 2,349 options remain outstanding, exercisable through 7 May 2034.

The filing shows a modest reduction of the CFO’s equity stake and a same-day cashless exercise/sale of vested options; no company-level financial metrics are included.

Positive

• None.

Negative

• CFO reduced direct ownership by 897.431 shares, potentially signaling limited short-term confidence.
• Net insider sale valued at roughly $456k, adding a mild bearish governance optic.

Insights

Sell-Side Equity Analyst

TL;DR: CFO net sold ~897 shares, trimming direct stake; minor but directionally negative signal.

The transactions total roughly $456k in gross proceeds and cut direct ownership to 2,148 shares. While the amount is small relative to Moody’s $92 bn market cap, insider selling by a newly appointed CFO can be interpreted as a short-term negative sentiment indicator. The exercise-and-sell pattern suggests liquidity, not accumulation. Remaining option exposure (2,349 shares) provides upside alignment but represents limited delta. On balance the filing is not financially material to MCO’s fundamentals yet sends a mildly bearish governance signal.

Corporate Governance Specialist

TL;DR: Routine 10b5-1 style sale; governance impact low, optics mildly negative.

Heuland disclosed a Rule 10b5-1 transaction, mitigating concerns over opportunistic trading. The small volume (under 0.01 % of shares outstanding) and continued option holding temper governance risk. Nonetheless, investors often view executive net sales—especially from a finance chief—as a cautious indicator. No policy breaches detected.

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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 24, 2025

 

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-(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2025, Waste Connections, Inc. (the “Company”) announced the retirement of Darrell W. Chambliss from the position of Executive Vice President and Chief Operating Officer of the Company, a position he has held since 2003. In connection with the transition of his responsibilities, Mr. Chambliss will assume a new role as Senior Advisor. In relation to this new role, on July 28, 2025, Mr. Chambliss entered into a new letter agreement with Waste Connections US, Inc. (the “Chambliss Letter Agreement”) under that certain Separation Benefits Plan, as amended ‎and restated July 26, 2022 (the “Plan”), providing that Mr. Chambliss’ annual base salary will be $50,000, without eligibility for future bonus or equity awards. The Company anticipates appointing Mr. Chambliss’ successor in due course.

The foregoing description of the Chambliss Letter Agreement is qualified in its entirety by reference to the full text of the Chambliss Letter Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which can be found as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada on August 3, 2022.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibit.

10.1 Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc. and Darrell Chambliss, effective July 28, 2025.

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

SIGNATURES

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

Date: July 30, 2025	WASTE CONNECTIONS, INC.
	BY:	/s/ Patrick J. Shea
		Patrick J. Shea
		Executive Vice President, General Counsel and Secretary

FAQ

How many Moody's (MCO) shares did the CFO sell on 29 Jul 2025?

The filing reports sales of 114.431 shares at $508.84 and 783 shares at $508.15, totaling 897.431 shares.

What was the exercise price of the options converted by the CFO?

The 783 employee stock options were exercised at an exercise price of $391.67 per share.

How many Moody's shares does the CFO own after the transactions?

Following the reported trades, the CFO directly owns 2,148 common shares.

Does the CFO still hold derivative securities after these trades?

Yes. 2,349 employee stock options remain outstanding, expiring 7 May 2034.

Were the sales executed under a Rule 10b5-1 trading plan?

The form’s checkbox indicates the transaction was conducted pursuant to a Rule 10b5-1(c) plan.