[Form 3] Waste Connections, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Jason Craft, Executive Vice President & COO of Waste Connections, Inc. (WCN), filed an initial Form 3 reporting direct ownership of 29,620 common shares and multiple restricted share units (RSUs). The filing lists time-based RSUs awarded in 2022, 2023, 2024 and 2025 that vest in four equal annual installments beginning one year after each award, plus performance-based RSUs awarded in 2023, 2024 and 2025 that vest after a three-year performance period with actual payouts ranging from 0% to 250% of target. The maximum possible vesting amounts for the performance awards are disclosed as 6,887, 5,585 and 4,957 shares, respectively.

Positive

• Transparent Section 16 disclosure of direct holdings and equity awards for an executive officer
• Combination of time-based and performance-based RSUs aligns retention and pay-for-performance incentives
• Performance RSUs include explicit maximums (6,887; 5,585; 4,957), clarifying upside exposure

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Executive disclosed ownership and incentive grants aligning long-term pay with company performance and tenure.

The Form 3 shows 29,620 directly held common shares and a schedule of time-based and performance-based RSUs awarded from 2022 through 2025. Time-based RSUs vest in four annual installments, which supports retention incentives. Performance RSUs have a 0%–250% payout range, indicating pay-for-performance design and potential upside if corporate targets are met. The filing is a routine Section 16 disclosure and provides transparency on the reporting person’s economic exposure to WCN equity.

Compensation Analyst

TL;DR Grants combine standard retention RSUs with performance RSUs capped at 250% of target, reinforcing multi-year incentive structure.

The award schedule includes annual time-based vesting and multi-year performance awards with specified maximums (6,887; 5,585; 4,957 shares). This mix suggests the company ties a meaningful portion of executive pay to multi-year performance outcomes while maintaining retention through staged vesting. The filing details award dates and vesting mechanics but does not disclose grant values or performance metrics used to measure payout.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CRAFT JASON

(Last) (First) (Middle)

3 WATERWAY SQUARE PLACE

SUITE 110

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2025

3. Issuer Name and Ticker or Trading Symbol
Waste Connections, Inc. [ WCN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President & COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	29,620	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	(1)	Common Shares	842	$0.00	D
Restricted Share Units	(2)	(2)	Common Shares	1,377	$0.00	D
Restricted Share Units	(3)	(3)	Common Shares	2,755	$0.00	D
Restricted Share Units	(4)	(4)	Common Shares	1,675	$0.00	D
Restricted Share Units	(5)	(5)	Common Shares	2,234	$0.00	D
Restricted Share Units	(6)	(6)	Common Shares	1,984	$0.00	D
Restricted Share Units	(7)	(7)	Common Shares	1,983	$0.00	D

Explanation of Responses:

1. The restricted share units were awarded on February 18, 2022. The award vests in four equal annual installments commencing on the first anniversary of the date of the award.

2. The restricted share units were awarded on February 17, 2023. The award vests in four equal annual installments commencing on the first anniversary of the date of the award.

3. Represents performance-based restricted share units awarded on February 17, 2023. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the number of units that actually vest at the end of the three-year performance period will be 0% to 250% of the scheduled amount, depending on the extent to which the Issuer meets or exceeds certain performance goals at the end of each year during the performance period. The maximum number of units that may vest at the end of the three-year performance period is 6,887 (250% of the target number).

4. The restricted share units were awarded on February 16, 2024. The award vests in four equal annual installments commencing on the first anniversary of the date of the award.

5. Represents performance-based restricted share units awarded on February 16, 2024. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the number of units that actually vest at the end of the three-year performance period will be 0% to 250% of the scheduled amount, depending on the extent to which the Issuer meets or exceeds certain performance goals at the end of each year during the performance period. The maximum number of units that may vest at the end of the three-year performance period is 5,585 (250% of the target number).

6. The restricted share units were awarded on February 14, 2025. The award vests in four equal annual installments commencing on the first anniversary of the date of the award.

7. Represents performance-based restricted share units awarded on February 14, 2025. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the number of units that actually vest at the end of the three-year performance period will be 0% to 250% of the scheduled amount, depending on the extent to which the Issuer meets or exceeds certain performance goals at the end of each year during the performance period. The maximum number of units that may vest at the end of the three-year performance period is 4,957 (250% of the target number).

Remarks:

	Jason Craft	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Jason Craft disclose on the Form 3 for WCN?

He reported direct ownership of 29,620 common shares and multiple restricted share units awarded in 2022–2025, both time-based and performance-based.

How do the time-based RSUs vest for Jason Craft?

Time-based RSUs awarded in 2022, 2023, 2024 and 2025 vest in four equal annual installments beginning one year after each award date.

What are the payout terms for the performance-based RSUs?

Performance RSUs awarded in 2023, 2024 and 2025 vest after a three-year performance period with payouts from 0% to 250% of target; stated maximums are 6,887, 5,585 and 4,957 shares respectively.

Does the Form 3 disclose the exercise price or cash value of awards?

No; the Form 3 lists amounts and vesting terms but does not disclose grant dollar values or specific performance metrics.

What is Jason Craft's title at Waste Connections?

The filing identifies him as Executive Vice President & COO and also indicates a director relationship.