WCN (WCN) COO logs RSU awards, vesting and tax share withholdings

Rhea-AI Filing Summary

Waste Connections, Inc. Executive Vice President & COO Jason Craft reported multiple equity compensation transactions, mainly involving restricted share units (RSUs) that vested and converted into common shares. On several dates in mid-February 2026, RSUs were exercised or converted into common shares at a stated price of $0.0000 per share.

The filing also shows new awards of 3,861 restricted share units, including performance-based RSUs that can vest from 0% to 250% of the target, with a maximum of 9,652 units at full payout based on performance goals. Footnotes state that some awards vest 25% per year over four years, and that one performance-based award ultimately vested at 139.5% of its target after a three-year performance period.

Common shares were disposed of under code F at prices of $160.26 and $161.28 per share to satisfy tax withholding obligations tied to these vesting events, rather than open-market sales. After these transactions, Craft continued to hold directly tens of thousands of Waste Connections common shares reported in the tables.

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^*

CRAFT JASON

(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)
	Executive Vice President & COO

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		496	A	$0.00	30,159	D
Common Shares	02/14/2026		F(1)		148	D	$160.26	30,011	D
Common Shares	02/16/2026		M		558	A	$0.00	30,569	D
Common Shares	02/16/2026		F(1)		145	D	$160.26	30,424	D
Common Shares	02/17/2026		M		3,843	A	$0.00	34,267	D
Common Shares	02/17/2026		F(1)		936	D	$161.28	33,331	D
Common Shares	02/17/2026		M		688	A	$0.00	34,019	D
Common Shares	02/17/2026		F(1)		168	D	$161.28	33,851	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		3,861		(2)	(2)	Common Shares	3,861	$0.00	3,861	D
Restricted Share Units	$0.00	02/13/2026		A		3,861		(3)	(3)	Common Shares	3,861	$0.00	3,861	D
Restricted Share Units	$0.00	02/14/2026		M			496	(4)	(4)	Common Shares	496	$0.00	1,488	D
Restricted Share Units	$0.00	02/16/2026		M			558	(5)	(5)	Common Shares	558	$0.00	1,117	D
Restricted Share Units	$0.00	02/17/2026		M			688	(6)	(6)	Common Shares	688	$0.00	689	D
Restricted Share Units	$0.00	02/17/2026		M			3,843	(7)	(7)	Common Shares	3,843	$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 9,652 (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:

	Jason Craft	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 Waste Connections (WCN) COO Jason Craft report?

Jason Craft reported multiple equity compensation events, including RSUs vesting and converting into common shares, new RSU grants, and share dispositions to cover withholding taxes. These transactions reflect routine executive compensation activity, not open-market stock purchases or sales.

How many restricted share units were granted to WCN COO Jason Craft in this filing?

The filing shows awards of 3,861 restricted share units, including performance-based RSUs. Some awards vest in 25% annual installments over four years, while performance-based units depend on multi-year performance goals before final vesting is determined.

What are the terms of the performance-based RSUs for Waste Connections (WCN)?

The performance-based restricted share units have a target of 3,861 units and can vest from 0% to 250% of that amount. The maximum possible vesting is 9,652 units, depending on Waste Connections meeting specified performance goals over a three-year performance period.

Why did Jason Craft dispose of Waste Connections (WCN) shares in these transactions?

Shares coded under transaction type F were withheld to satisfy tax withholding obligations related to RSU vesting and share delivery. Footnotes clarify these dispositions were for tax payments, not discretionary open-market sales by the executive.

At what prices were Waste Connections (WCN) shares withheld for taxes?

Common shares were withheld at prices of $160.26 and $161.28 per share to cover applicable withholding taxes. These prices apply to shares delivered to the issuer in connection with RSU vesting and are not reported as open-market trade prices.

How did prior RSU grants to WCN COO Jason Craft vest in this period?

Footnotes state RSUs granted in February 2023, 2024, and 2025 vested in equal annual installments and converted into common shares. One performance-based award granted in February 2023 ultimately vested at 139.5% of its target after a three-year performance period.