Waste Connections (WCN) CAO logs RSU grants, vesting and tax-share withholdings

Rhea-AI Filing Summary

Waste Connections, Inc. senior vice president and chief accounting officer Derek Tan reported multiple equity compensation transactions. On February 13, 2026, he received grants of restricted share units totaling 1,936 units in two awards, with one footnote describing vesting 25% per year over four years and another as performance-based with a potential maximum of 4,840 units depending on multi-year performance.

Between February 14 and 17, 2026, previously granted restricted share units vested and were converted into common shares in several steps, and the issuer withheld small amounts of common shares, such as 294 and 67 shares at $161.3773 and 82 and 69 shares at $160.2600 per share, to satisfy tax withholding obligations. After these transactions, Tan directly held 2,577 common shares.

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^*

TAN DEREK

(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 Chief Accounting Officer

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		232	A	$0.00	1,400	D
Common Shares	02/14/2026		F(1)		69	D	$160.26	1,331	D
Common Shares	02/16/2026		M		276	A	$0.00	1,607	D
Common Shares	02/16/2026		F(1)		82	D	$160.26	1,525	D
Common Shares	02/17/2026		M		1,140	A	$0.00	2,665	D
Common Shares	02/17/2026		F(1)		294	D	$161.3773(2)	2,371	D
Common Shares	02/17/2026		M		273	A	$0.00	2,644	D
Common Shares	02/17/2026		F(1)		67	D	$161.3773(3)	2,577	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		1,936		(4)	(4)	Common Shares	1,936	$0.00	1,936	D
Restricted Share Units	$0.00	02/13/2026		A		1,936		(5)	(5)	Common Shares	1,936	$0.00	1,936	D
Restricted Shae Units	$0.00	02/14/2026		M			232	(6)	(6)	Common Shares	232	$0.00	694	D
Restricted Share Units	$0.00	02/16/2026		M			276	(7)	(7)	Common Shares	276	$0.00	276	D
Restricted Share Units	$0.00	02/17/2026		M			273	(8)	(8)	Common Shares	273	$0.00	0.00	D
Restricted Share Units	$0.00	02/17/2026		M			1,140	(9)	(9)	Common Shares	1,140	$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 $220.07 = US $161.3773

3. For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $220.07 = US $161.3773

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

5. 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 4,840 (250% of the target number).

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 vest in four equal annual installments. The common shares are reported in Table 1.

7. 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 three equal annual installments. The common shares are reported in Table 1.

8. 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 three equal annual installments. The common shares are reported in Table 1.

9. 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:

	Derek Tan	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Derek Tan report for Waste Connections (WCN)?

Derek Tan reported multiple equity compensation transactions, including restricted share units converting into common shares and new RSU grants. Several small common share disposals were made by share withholding to cover tax obligations related to these vesting events, rather than open-market sales.

How many restricted share units did Derek Tan receive in the latest Waste Connections (WCN) Form 4?

He received two restricted share unit awards of 1,936 units each on February 13, 2026. One award vests 25% annually over four years, while another is performance-based with actual vesting tied to meeting specified performance goals over a three-year period.

What is the maximum number of performance-based RSUs that may vest for Derek Tan at Waste Connections (WCN)?

The filing states the performance-based RSU award can vest up to 4,840 units, which is 250% of the target number. Actual vesting depends on Waste Connections’ achievement of defined performance goals over a three-year performance period ending December 31, 2025.

Why did Derek Tan dispose of some Waste Connections (WCN) common shares in this Form 4?

Disposals labeled with transaction code F represent shares withheld by Waste Connections to satisfy withholding taxes on vesting RSUs. These include amounts like 294, 67, 82, and 69 shares, and are not described as open-market sales.

At what share prices were tax-withholding transactions for Waste Connections (WCN) recorded?

Tax-withholding share disposals were recorded at $161.3773 and $160.2600 per common share. Footnotes explain these U.S. dollar prices reflect conversions from Canadian dollars at CAN $220.07 to U.S. $161.3773 for disclosure purposes.

How many Waste Connections (WCN) common shares did Derek Tan hold after these transactions?

After the sequence of RSU conversions and tax-withholding disposals from February 13–17, 2026, Derek Tan’s directly owned common share balance was reported as 2,577 shares in the ownership column following the final listed transaction.