Waste Connections (NYSE: WCN) CEO logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Waste Connections, Inc. President & CEO Ronald J. Mittelstaedt reported routine equity award activity involving restricted share units and common shares. On February 18, 2026, restricted share units converted into 878 common shares at a stated price of $0.0000 per share, reflecting a vesting event rather than an open-market purchase.

On the same date, 346 common shares were disposed of at $162.76 per share to satisfy applicable withholding taxes in connection with this vesting and share delivery. After these transactions, he held 251,017 common shares directly. The filing reflects compensation vesting and related tax withholding, not discretionary trading in the open market.

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^*

MITTELSTAEDT RONALD J

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		878	A	$0.00	251,363	D
Common Shares	02/18/2026		F(1)		346	D	$162.76	251,017	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	02/18/2026		M			878	(2)	(2)	Common Shares	878	$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 the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 18, 2022 and vest in four equal annual installments. The common shares are reported in Table 1.

Remarks:

	Ronald Mittelstaedt	02/20/2026
	** 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 WCN CEO Ronald Mittelstaedt report on February 18, 2026?

Ronald Mittelstaedt reported restricted share units vesting into 878 common shares, plus a related tax-withholding disposition of 346 common shares. These transactions reflect equity compensation vesting and associated tax payments, not open-market buying or selling activity.

Were the February 18, 2026 WCN Form 4 transactions open-market stock purchases or sales?

The Form 4 shows no open-market purchases or sales. Shares were acquired through the exercise or conversion of restricted share units and some were disposed of solely to cover withholding taxes tied to that vesting event.

How many Waste Connections shares did the CEO hold after the reported Form 4 transactions?

Following the February 18, 2026 transactions, Ronald Mittelstaedt directly owned 251,017 common shares of Waste Connections, Inc. This total comes after restricted share units converted into shares and a portion was withheld to satisfy related tax obligations.

What does transaction code M mean in the WCN CEO’s Form 4 filing?

Transaction code M indicates an exercise or conversion of a derivative security, here the vesting and conversion of restricted share units into common shares. It represents equity compensation vesting, not a conventional buy order in the market.

Why were 346 Waste Connections shares disposed of in the CEO’s Form 4?

The 346 common shares reported with code F were withheld to pay withholding taxes due upon restricted share unit vesting and share delivery. This tax-withholding disposition is an administrative step, not a discretionary stock sale.

How were the restricted share units in the WCN Form 4 originally granted and vesting?

The filing notes the restricted share units were awarded on February 18, 2022 and vest in four equal annual installments. On February 18, 2026, one installment vested and converted into common shares, which are now reflected in the CEO’s reported holdings.