Waste Connections (WCN) SVP converts 640 RSUs; 252 shares withheld for tax

Rhea-AI Filing Summary

Waste Connections, Inc. senior vice president of business development Philip Rivard reported routine equity compensation activity. On February 18, he exercised 640 restricted share units into an equal number of common shares at a stated price of $0.00 per share. In connection with this vesting, 252 common shares were disposed of at $162.76 per share to satisfy withholding taxes, as noted by the company, rather than through an open-market sale. After these transactions, Rivard directly owned 3,234 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^*

RIVARD PHILIP

(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 Business Development

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		640	A	$0.00	3,486	D
Common Shares	02/18/2026		F(1)		252	D	$162.76	3,234	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	02/18/2026		M			640	(2)	(2)	Common Shares	640	$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:

	Philip Rivard	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).
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FAQ

What insider transaction did Waste Connections (WCN) report for Philip Rivard?

Waste Connections reported that senior vice president Philip Rivard exercised 640 restricted share units into common shares. As part of the same event, 252 common shares were withheld by the company to cover required tax withholding obligations tied to the vesting.

How many Waste Connections (WCN) shares does Philip Rivard own after this Form 4?

After the reported transactions, Philip Rivard directly owns 3,234 common shares of Waste Connections. This reflects the conversion of 640 restricted share units and the withholding of 252 shares for tax obligations associated with the vesting event.

Were Philip Rivard’s Waste Connections (WCN) transactions open-market buys or sells?

The filing shows no open-market buys or sells. Rivard’s activity consists of exercising 640 restricted share units into common shares, and 252 shares were withheld by the issuer to satisfy tax liabilities related to that vesting, not discretionary market sales.

What does the tax-withholding transaction code F mean in the WCN Form 4?

Code F indicates shares were used to pay exercise or tax obligations. Here, 252 Waste Connections common shares were withheld by the issuer to cover withholding taxes triggered when restricted share units vested and converted into common shares on February 18.

When were Philip Rivard’s restricted share units in Waste Connections (WCN) granted and how do they vest?

The restricted share units were awarded on February 18, 2022 and vest in four equal annual installments. Upon each vesting, they convert into common shares of Waste Connections, with those common shares reported in the non-derivative section of the ownership table.

What type of securities did Philip Rivard exercise in this Waste Connections (WCN) filing?

Philip Rivard exercised restricted share units that converted into common shares of Waste Connections. The Form 4 shows 640 restricted share units exercised at a stated price of $0.00 per unit, resulting in 640 newly delivered common shares to him directly.