Equity awards and tax-withholding share disposals for Waste Connections (WCN) SVP

Rhea-AI Filing Summary

Waste Connections, Inc. senior vice president Aaron Bradley reported multiple equity compensation transactions, mainly from restricted share units (RSUs) vesting into common shares and related tax withholding.

On February 13, 2026, he received two RSU awards of 2,228 and 2,227 units that vest over four years, including a performance-based grant whose payout can range from 0% to 250% of target, with a maximum of 5,567 units depending on performance goals.

On February 14–17, 2026, several RSU tranches granted in prior years vested and converted into common shares, increasing his direct holdings through derivative exercises at a stated price of $0.00 per share. To satisfy withholding taxes on these vestings, the issuer retained blocks of common shares, disposing of 207, 163, 163, and 908 shares at per‑share prices of $160.26 or $161.28. After these transactions, Bradley continued to hold common shares directly, with reported balances updated in the filing for each date.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BRADLEY AARON

(Last) (First) (Middle)

3 WATERWAY SQUARE PLACE

SUITE 110

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SR VP PERFORMANCE OPTIMIZATION

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/14/2026		M		463	A	$0.00	6,743	D
Common Shares	02/14/2026		F(1)		207	D	$160.26	6,536	D
Common Shares	02/16/2026		M		373	A	$0.00	6,909	D
Common Shares	02/16/2026		F(1)		163	D	$160.26	6,746	D
Common Shares	02/17/2026		M		2,306	A	$0.00	9,052	D
Common Shares	02/17/2026		F(1)		908	D	$161.28	8,144	D
Common Shares	02/17/2026		M		413	A	$0.00	8,557	D
Common Shares	02/17/2026		F(1)		163	D	$161.28	8,394	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	$0.00	02/13/2026		A		2,228		(2)	(2)	Common Shares	2,228	$0.00	2,228	D
Restricted Share Units	$0.00	02/13/2026		A		2,227		(3)	(3)	Common Shares	2,227	$0.00	4,455	D
Restricted Shares Units	$0.00	02/14/2026		M			463	(4)	(4)	Common Shares	463	$0.00	1,389	D
Restricted Share Units	$0.00	02/16/2026		M			373	(5)	(5)	Common Shares	373	$0.00	744	D
Restricted Share Units	$0.00	02/17/2026		M			413	(6)	(6)	Common Shares	413	$0.00	413	D
Restricted Share Units	$0.00	02/17/2026		M			2,306	(7)	(7)	Common Shares	23,006	$0.00	0.00	D

Explanation of Responses:

1. Represents shares withheld by the Issuer in satisfaction of the applicable withholding taxes due in connection with the vesting of restricted share units and delivery of the converted common shares.

2. Represents an award of restricted share units. The award shall vest 25% per year over a four-year period following the date of grant.

3. Represents an award of performance-based restricted share units. 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 5,567 (250% of the target number).

4. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 14, 2025 and vest in four equal annual installments. The common shares are reported in Table 1.

5. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 16, 2024 and vest in four equal annual installments. The common shares are reported in Table 1.

6. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 17, 2023 and vest in four equal annual installments. The common shares are reported in Table 1.

7. Represents the conversion upon vesting of a performance-based restricted share unit award into common shares of the Issuer. The award was granted on February 17, 2023 and contained performance goals that the Issuer achieved over the three-year performance period from January 1, 2023 to December 31, 2025. The number of earned award units that vested at the end of the three-year performance period, as determined by the Compensation Committee of the Issuer's Board of Directors, was 139.5% of the target number of shares subject to the award. The common shares are reported on Table 1.

Remarks:

	Aaron Bradley	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Waste Connections (WCN) report for Aaron Bradley?

Aaron Bradley reported multiple equity compensation transactions, including vesting of restricted share units into common shares and related tax withholding dispositions. These events occurred between February 13 and 17, 2026, updating his direct ownership in Waste Connections common shares as RSUs converted and taxes were settled.

How many restricted share units were granted to Aaron Bradley at Waste Connections (WCN)?

On February 13, 2026, Aaron Bradley received two restricted share unit grants of 2,228 and 2,227 units. One is a standard time‑based award vesting 25% annually over four years, and the other is performance‑based, with actual vesting dependent on multi‑year performance goals.

How do Aaron Bradley’s performance-based RSUs at Waste Connections (WCN) work?

The performance-based RSU award uses a three‑year performance period from January 1, 2023 to December 31, 2025. Depending on Waste Connections’ achievement of preset goals, 0% to 250% of the target units may vest, with a maximum of 5,567 units if top performance conditions are fully met.

Were Aaron Bradley’s share disposals at Waste Connections (WCN) open-market sales?

The filing describes the disposals as shares withheld by the issuer to cover withholding taxes on RSU vesting, coded as “F” tax-withholding dispositions. This indicates shares were retained by Waste Connections rather than sold in discretionary open‑market transactions initiated by Bradley.

At what prices were shares withheld for Aaron Bradley’s tax obligations at Waste Connections (WCN)?

For tax withholding related to RSU vesting, blocks of common shares were retained at per‑share prices of $160.26 and $161.28. These prices were used to value shares withheld in lieu of cash to satisfy Bradley’s associated tax liabilities on the equity awards.

Over what schedule do Aaron Bradley’s new restricted share units at Waste Connections (WCN) vest?

The time‑based RSU award vests 25% per year over four years following the February 13, 2026 grant date. This means equal annual installments of units become earned each year, subject to continued employment and any applicable vesting conditions described in the award.