Equity award vests for Waste Connections (WCN) EVP with tax shares withheld

Rhea-AI Filing Summary

Waste Connections, Inc. Executive VP Engineering James Little reported equity award activity involving restricted share units and common shares. On February 18, he exercised or converted 1,224 restricted share units into 1,224 common shares at a stated price of $0.0000 per share, reflecting vesting of a 2022 award.

To cover withholding taxes due upon this vesting and share delivery, 482 common shares were withheld by the company at $162.76 per share, a tax-withholding disposition rather than an open-market sale. Following these transactions, Little held 37,000 common shares directly and 14,041 common shares indirectly through his spouse.

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^*

LITTLE JAMES

(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 VP Engineering

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		1,224	A	$0.00	37,482	D
Common Shares	02/18/2026		F(1)		482	D	$162.76	37,000	D
Common Shares								14,041	I	Spouse

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			1,224	(2)	(2)	Common Shares	1,224	$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:

	James Little	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 James Little?

James Little reported converting 1,224 restricted share units into 1,224 common shares and a related tax-withholding disposition of 482 shares. These actions reflect routine vesting and tax settlement of prior equity awards rather than open-market buying or selling.

Did the Waste Connections (WCN) executive buy or sell shares on the open market?

The filing does not show open-market purchases or sales. Shares were acquired through conversion of restricted share units, and 482 shares were withheld by the company to satisfy tax obligations tied to this vesting event, not through market transactions.

How many Waste Connections (WCN) shares does James Little own after these transactions?

After the reported activity, James Little directly owned 37,000 common shares of Waste Connections and indirectly held 14,041 common shares through his spouse. These balances reflect the net result following the vesting, share delivery, and tax-withholding share disposition.

What was the purpose of the 482 Waste Connections (WCN) shares disposed of?

The 482 common shares were withheld by the issuer to cover withholding taxes due upon vesting of restricted share units and delivery of the converted shares. This is a tax-withholding disposition rather than a discretionary sale initiated in the open market.

What equity award vested for the Waste Connections (WCN) executive in this Form 4?

The vested equity award was a grant of restricted share units originally awarded on February 18, 2022. These units vest in four equal annual installments, and the filing reflects one such installment converting into 1,224 Waste Connections common shares.

How were the new Waste Connections (WCN) shares from RSUs priced in the Form 4?

The 1,224 common shares received from the conversion of restricted share units were reported at a transaction price of $0.0000 per share. This reflects a non-cash conversion linked to vesting, common for restricted share unit settlements.