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Waste Connections (WCN) tax chief logs RSU grants, vesting and tax share disposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Waste Connections, Inc. senior vice president and chief tax officer Matthew Stephen Black reported a series of equity compensation events in February 2026. He received awards of restricted share units, including two grants of 2,526 units each, which vest over four years, and performance-based units that can vest between 0% and 250% of target depending on company results.

Several previously granted restricted share units vested and were converted into common shares, and portions of those new shares (including 1,078, 221, 166 and 157 common shares) were withheld at prices of $161.28 and $160.26 per share to satisfy tax obligations. Following the latest reported transaction, he held 43,027 common shares directly, and additional indirect holdings were reported for his son and daughter.

Positive

  • None.

Negative

  • None.
Insider Black Matthew Stephen
Role Sr VP Chief Tax Officer
Type Security Shares Price Value
Exercise Restricted Share Units 793 $0.00 --
Exercise Restricted Share Units 4,425 $0.00 --
Exercise Common Shares 4,425 $0.00 --
Tax Withholding Common Shares 1,078 $161.28 $174K
Exercise Common Shares 793 $0.00 --
Tax Withholding Common Shares 221 $161.28 $36K
Exercise Restricted Share Units 645 $0.00 --
Exercise Common Shares 645 $0.00 --
Tax Withholding Common Shares 166 $160.26 $27K
Exercise Restricted Share Units 529 $0.00 --
Exercise Common Shares 529 $0.00 --
Tax Withholding Common Shares 157 $160.26 $25K
Grant/Award Restricted Share Units 2,526 $0.00 --
Grant/Award Restricted Share Units 2,526 $0.00 --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 793 shares (Direct); Common Shares — 43,533 shares (Direct); Common Shares — 121 shares (Indirect, Son)
Footnotes (1)
  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. Represents an award of restricted share units. The award shall vest 25% per year over a four-year period following the date of grant. 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 6,315 (250% of the target number). 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. 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 four equal annual installments. The common shares are reported in Table 1. 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. 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.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Black Matthew Stephen

(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 Tax 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 529 A $0.00 38,786 D
Common Shares 02/14/2026 F(1) 157 D $160.26 38,629 D
Common Shares 02/16/2026 M 645 A $0.00 39,274 D
Common Shares 02/16/2026 F(1) 166 D $160.26 39,108 D
Common Shares 02/17/2026 M 4,425 A $0.00 43,533 D
Common Shares 02/17/2026 F(1) 1,078 D $161.28 42,455 D
Common Shares 02/17/2026 M 793 A $0.00 43,248 D
Common Shares 02/17/2026 F(1) 221 D $161.28 43,027 D
Common Shares 121 I Son
Common Shares 121 I Daughter
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 2,526 (2) (2) Common Shares 2,526 $0.00 2,526 D
Restricted Share Units $0.00 02/13/2026 A 2,526 (3) (3) Common Shares 2,526 $0.00 2,526 D
Restricted Share Units $0.00 02/14/2026 M 529 (4) (4) Common Shares 529 $0.00 1,587 D
Restricted Share Units $0.00 02/16/2026 M 645 (5) (5) Common Shares 645 $0.00 1,288 D
Restricted Share Units $0.00 02/17/2026 M 793 (6) (6) Common Shares 793 $0.00 793 D
Restricted Share Units $0.00 02/17/2026 M 4,425 (7) (7) Common Shares 4,425 $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 6,315 (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 16, 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.
Remarks:
Matthew Black 02/18/2026
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did WCN executive Matthew Stephen Black report?

Matthew Stephen Black reported multiple equity compensation transactions, including restricted share unit grants, vesting events converting units into common shares, and share dispositions used to cover withholding taxes. These transactions reflect standard executive compensation activity rather than open-market stock purchases or sales.

How many Waste Connections (WCN) shares does Matthew Stephen Black now hold directly?

After the most recent reported transaction, Matthew Stephen Black directly held 43,027 common shares of Waste Connections. This figure reflects the net result of restricted share units vesting into common shares and shares withheld to satisfy tax obligations tied to those vesting events.

What type of equity awards did WCN grant to Matthew Stephen Black?

He received restricted share unit awards, including two grants of 2,526 units each and performance-based restricted share units. Time-based awards vest 25% per year over four years, while performance-based awards vest over three years based on the company meeting specified performance goals.

How were taxes handled on Matthew Stephen Black’s WCN share vesting?

When restricted share units vested and converted into common shares, Waste Connections withheld a portion of the new shares to satisfy applicable tax withholding. Dispositions included 1,078, 221, 166 and 157 common shares at prices of $161.28 or $160.26 per share, as disclosed.

What are the performance conditions for Matthew Stephen Black’s WCN performance-based RSUs?

The performance-based restricted share units vest over a three-year period, with 0% to 250% of the target units vesting depending on performance against goals. One award earned 139.5% of its target after meeting performance goals from January 1, 2023 to December 31, 2025.

Does Matthew Stephen Black have indirect holdings of Waste Connections (WCN) shares?

Yes. In addition to his direct holdings, the filing reports indirect ownership of 121 common shares for his son and 121 common shares for his daughter. These positions are noted as indirect holdings separate from his directly owned common shares.