Waste Connections (WCN) SVP exercises 635 RSUs, 250 shares withheld

Rhea-AI Filing Summary

Waste Connections, Inc. senior vice president and deputy general counsel Robert Michael Cloninger reported equity compensation activity. On February 18, 2026, he exercised 635 restricted share units, which converted into the same number of common shares at a stated price of $0.00 per share.

To cover withholding taxes on this vesting, 250 common shares were withheld by the issuer at a value of $162.76 per share, as described in the footnotes. After these transactions, he held 14,477 common shares directly. The filing also lists indirect common share holdings for his daughter and sons, with balances of approximately 2,143–2,144 shares each as of the same 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^*

Cloninger Robert Michael

(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, Deputy General Counsel

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		635	A	$0.00	14,727	D
Common Shares	02/18/2026		F(1)		250	D	$162.76	14,477	D
Common Shares								2,143.8777	I	Daughter
Common Shares								2,143.8148	I	Son
Common Shares								2,144.1389	I	Son

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			635	(2)	(2)	Common Shares	635	$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:

	Robert Cloninger	02/20/2026
	** 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).
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FAQ

What insider transactions did Waste Connections (WCN) report for Robert Michael Cloninger?

Waste Connections reported that Robert Michael Cloninger exercised 635 restricted share units into common shares and had 250 common shares withheld to satisfy tax obligations. Following these transactions, he directly owned 14,477 common shares, with additional indirect holdings reported for his daughter and sons.

How many Waste Connections (WCN) restricted share units vested for Cloninger?

Cloninger had 635 restricted share units vest and convert into 635 common shares at a stated price of $0.00 per share. These restricted share units were originally granted on February 18, 2022 and vest in four equal annual installments under the company’s equity compensation framework.

Why were 250 Waste Connections (WCN) shares disposed of in Cloninger’s Form 4?

The 250 common shares were withheld by Waste Connections to satisfy applicable withholding taxes tied to the vesting and conversion of restricted share units. This tax-withholding disposition is coded as an F transaction and does not represent an open-market sale of shares by Cloninger.

What is Robert Michael Cloninger’s direct Waste Connections (WCN) share ownership after these transactions?

After the reported February 18, 2026 activity, Cloninger directly owned 14,477 common shares of Waste Connections. This balance reflects the conversion of 635 restricted share units and the withholding of 250 shares for taxes, as detailed in the Form 4 filing and its footnotes.

Does the Waste Connections (WCN) Form 4 show any indirect holdings for Cloninger’s family members?

Yes. The Form 4 lists indirect common share holdings attributed to Cloninger’s daughter and sons, each with totals around 2,143 to 2,144 shares. These positions are reported as indirect ownership interests, separate from Cloninger’s 14,477 directly held common shares in the company.

When were the reported Waste Connections (WCN) restricted share units originally awarded to Cloninger?

The restricted share units converted in this Form 4 were originally awarded on February 18, 2022. According to the footnote, they vest in four equal annual installments, with the February 18, 2026 conversion representing one of those scheduled vesting events into common shares.