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Director at Waste Connections (NYSE: WCN) reports RSU grants and tax withholdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Waste Connections, Inc. director Jordan Elise Lipman reported equity compensation activity involving restricted share units and common shares. On February 13, 2026, she received grants of 435 and 687 restricted share units, each representing the right to receive one common share, with vesting scheduled 50% immediately and 50% on the first anniversary of the award date.

On February 13 and 14, 2026, restricted share units vested and were converted into 344 and 279 common shares, respectively, at a stated price of $0.0000 per share. To cover withholding taxes on these vestings, 185 and 150 common shares were withheld at $160.2683 per share, as noted in the tax-withholding disposition footnote. After these transactions, she held 3,224 common shares directly.

Positive

  • None.

Negative

  • None.
Insider JORDAN ELISE LIPMAN
Role Director
Type Security Shares Price Value
Exercise Restricted Share Units 279 $0.00 --
Exercise Common Shares 279 $0.00 --
Tax Withholding Common Shares 150 $160.2683 $24K
Grant/Award Restricted Share Units 435 $0.00 --
Grant/Award Restricted Share Units 687 $0.00 --
Exercise Restricted Share Units 344 $0.00 --
Exercise Common Shares 344 $0.00 --
Tax Withholding Common Shares 185 $160.2683 $30K
Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Common Shares — 3,374 shares (Direct)
Footnotes (1)
  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. For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $218.26 = US $160.2683 One Deferred Share Unit is the economic equivalent of one common share of the Issuer. Deferred Share Units will be settled in cash, common shares, or a combination thereof, at the sole discretion of the Issuer, and distributed to the reporting person upon such person's retirement and generally do not expire. Each restricted share unit represents a contingent right to receive one share of the Issuer's common shares. Subject to the reporting person's continued service with the Issuer, the award shall vest 50% immediately on the award date and 50% on the first anniversary of the award date. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 13, 2026 and have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date. 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 have a vesting schedule of 50% immediately and 50% on the first anniversary of the award 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
JORDAN ELISE LIPMAN

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 02/13/2026 M 344 A $0.00 3,280 D
Common Shares 02/13/2026 F(1) 185 D $160.2683(2) 3,095 D
Common Shares 02/14/2026 M 279 A $0.00 3,374 D
Common Shares 02/14/2026 F(1) 150 D $160.2683(2) 3,224 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 435 (3) (3) Common Shares 435 $0.00 435 D
Restricted Share Units $0.00 02/13/2026 A 687 (4) (4) Common Shares 687 $0.00 687 D
Restricted Share Units $0.00 02/13/2026 M 344 (5) (5) Common Shares 344 $0.00 343 D
Restricted Share Units $0.00 02/14/2026 M 279 (6) (6) Common Shares 279 $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. For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $218.26 = US $160.2683
3. One Deferred Share Unit is the economic equivalent of one common share of the Issuer. Deferred Share Units will be settled in cash, common shares, or a combination thereof, at the sole discretion of the Issuer, and distributed to the reporting person upon such person's retirement and generally do not expire.
4. Each restricted share unit represents a contingent right to receive one share of the Issuer's common shares. Subject to the reporting person's continued service with the Issuer, the award shall vest 50% immediately on the award date and 50% on the first anniversary of the award date.
5. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 13, 2026 and have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date.
6. 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 have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date.
Remarks:
ELISE LIPMAN JORDAN 02/18/2026
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did WCN director Jordan Elise Lipman report?

Jordan Elise Lipman reported grants, vesting, and conversions of restricted share units into common shares, plus related tax-withholding share dispositions. These transactions reflect equity compensation activity rather than open-market buying or selling of Waste Connections, Inc. common shares.

How many restricted share units did WCN grant to Jordan Elise Lipman?

She received grants of 435 and 687 restricted share units on February 13, 2026. Each unit represents a contingent right to receive one Waste Connections common share, subject to vesting and her continued service with the company over the specified schedule.

What is the vesting schedule for Jordan Elise Lipman’s WCN restricted share units?

The restricted share units vest 50% immediately on the award date and 50% on the first anniversary of the award date. Vesting is conditioned on Jordan Elise Lipman’s continued service with Waste Connections, Inc. throughout the applicable vesting period.

How many WCN common shares did Jordan Elise Lipman receive from RSU conversions?

Upon vesting, 344 and 279 restricted share units converted into the same number of Waste Connections common shares. These conversions occurred on February 13 and 14, 2026, reflecting the exercise or conversion of derivative securities into non-derivative common shares.

Why were some of Jordan Elise Lipman’s WCN shares disposed of in these transactions?

A total of 185 and 150 common shares were withheld to satisfy withholding taxes due on RSU vesting. These dispositions, at $160.2683 per share, represent tax-withholding transactions rather than discretionary sales by Jordan Elise Lipman in the open market.

How many WCN common shares does Jordan Elise Lipman own after these transactions?

Following the reported vesting, conversions, and tax-withholding dispositions, Jordan Elise Lipman directly holds 3,224 Waste Connections, Inc. common shares. This figure reflects her direct ownership after all Form 4 transactions disclosed for February 13 and 14, 2026.