Waste Connections (WCN) CEO reports new RSU grants and tax share withholdings

Rhea-AI Filing Summary

Waste Connections President & CEO Ronald J. Mittelstaedt reported a series of equity compensation moves, mainly from restricted share unit (RSU) activity. On February 13, 2026, he received two RSU awards of 18,876 and 18,875 units. One award vests 25% per year over four years, while a performance-based award can vest between 0% and 250% of target based on multi‑year goals, with a stated maximum of 47,187 units.

From February 14–17, 2026, multiple RSU tranches vested and were converted into common shares, increasing his direct common share holdings to 250,485 shares. The company withheld several blocks of shares at prices around $160.26–$161.28 per share to cover tax liabilities related to these vestings, which are reported as dispositions.

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)
02/13/2026

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		3,505	A	$0.00	239,464	D
Common Shares	02/14/2026		F(1)		854	D	$160.26	238,610	D
Common Shares	02/16/2026		M		3,112	A	$0.00	241,722	D
Common Shares	02/16/2026		F(1)		815	D	$160.26	240,907	D
Common Shares	02/17/2026		M		2,561	A	$0.00	243,468	D
Common Shares	02/17/2026		F(1)		1,008	D	$161.28	242,460	D
Common Shares	02/17/2026		M		10,834	A	$0.00	253,294	D
Common Shares	02/17/2026		F(1)		4,264	D	$161.28	249,030	D
Common Shares	02/17/2026		M		1,941	A	$0.00	250,971	D
Common Shares	02/17/2026		F(1)		764	D	$161.28	250,207	D
Common Shares	02/17/2026		M		459	A	$0.00	250,666	D
Common Shares	02/17/2026		F(1)		181	D	$161.28	250,485	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		18,876		(2)	(2)	Common Shares	18,876	$0.00	18,876	D
Restricted Share Units	$0.00	02/13/2026		A		18,875		(3)	(3)	Common Shares	18,875	$0.00	18,875	D
Restricted Share Units	$0.00	02/14/2026		M			3,505	(4)	(4)	Common Shares	3,505	$0.00	10,516	D
Restricted Share Units	$0.00	02/16/2026		M			3,112	(5)	(5)	Common Shares	3,112	$0.00	6,225	D
Restricted Share Units	$0.00	02/17/2026		M			459	(6)	(6)	Common Shares	459	$0.00	459	D
Restricted Share Units	$0.00	02/17/2026		M			2,561	(7)	(7)	Common Shares	2,561	$0.00	0.00	D
Restricted Share Units	$0.00	02/17/2026		M			1,941	(8)	(8)	Common Shares	1,941	$0.00	1,941	D
Restricted Share Units	$0.00	02/17/2026		M			10,834	(9)	(9)	Common Shares	10,834	$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 47,187 (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 1, 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.

8. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on May 12, 2023 under the Reporting Person's letter agreement with the Issuer dated April 23, 2023. The award will vest four equal annual installments on each of the anniversaries of February 17, 2023. 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 performance-based restricted share units were awarded on May 12, 2023 under the Reporting Person's letter agreement with the Issuer dated April 23, 2023. The award contained performance goals that the Issuer achieved over the three-year 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:

	Ronald Mittelstaedt	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Waste Connections (WCN) CEO report?

Ronald J. Mittelstaedt reported RSU grants, vestings, and tax-related share withholdings. Several restricted share unit awards vested into common shares, and the company withheld a portion of those shares to satisfy withholding taxes, rather than executing open‑market sales.

How many restricted share units did the WCN CEO receive in the latest awards?

The CEO received RSU awards of 18,876 and 18,875 units. One award vests 25% annually over four years, while another is performance-based, with actual vesting tied to the company’s achievement of specified multi‑year performance goals.

Are the Waste Connections (WCN) CEO’s reported share dispositions open-market sales?

No, the reported dispositions reflect shares withheld for taxes. Footnotes state the issuer withheld shares to cover applicable withholding taxes due upon RSU vesting and share delivery, rather than the CEO selling shares on the open market.

What performance conditions apply to the WCN CEO’s performance-based RSUs?

The performance-based RSUs can vest between 0% and 250% of target. Actual vesting depends on how Waste Connections meets or exceeds specified performance goals over a three‑year period, with a maximum of 47,187 units eligible to vest.

How did these Form 4 transactions affect the WCN CEO’s share ownership?

After the reported transactions, the CEO directly held 250,485 common shares. This reflects RSU conversions into common shares, offset by shares withheld by the company to satisfy tax obligations associated with those vestings.

What vesting schedule applies to the new time-based RSU award at Waste Connections?

The time-based RSU award vests 25% per year over four years. This means equal annual installments following the grant date, aligning the CEO’s compensation with ongoing service and company performance over the vesting period.