New RSU grants and vesting for Waste Connections (NYSE: WCN) EVP

Rhea-AI Filing Summary

Waste Connections executive Patrick James Shea, Exec VP, General Counsel & Secretary, reported a series of equity compensation transactions. On February 13, 2026, he received two awards of 4,068 restricted share units each, one time-based and one performance-based, with vesting over multi-year periods tied to service and performance goals.

Between February 14 and 17, 2026, multiple previously granted restricted share unit awards vested and were converted into common shares, including performance-based units from a 2023 grant that vested at 139.5% of the target number after a three-year performance period. Some common shares were withheld by the company to satisfy tax obligations related to these vestings, rather than sold in the open market. After these transactions, Shea directly held 26,476 common shares, plus 110 common shares held indirectly for each of his son and daughter.

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^*

Shea Patrick 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)
	Exec VP, General Counsel & Sec

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		839	A	$0.00	21,350	D
Common Shares	02/14/2026		F(1)		237	D	$160.26	21,113	D
Common Shares	02/16/2026		M		853	A	$0.00	21,966	D
Common Shares	02/16/2026		F(1)		208	D	$160.26	21,758	D
Common Shares	02/17/2026		M		1,013	A	$0.00	22,771	D
Common Shares	02/17/2026		F(1)		399	D	$161.28	22,372	D
Common Shares	02/17/2026		M		5,650	A	$0.00	28,022	D
Common Shares	02/17/2026		F(1)		1,546	D	$161.28	26,476	D
Common Shares								110	I	Son
Common Shares								110	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		4,068		(2)	(2)	Common Shares	4,068	$0.00	4,068	D
Restricted Share Units	$0.00	02/13/2026		A		4,068		(3)	(3)	Common Shares	4,068	$0.00	4,068	D
Restricted Share Units	$0.00	02/14/2026		M			839	(4)	(4)	Common Shares	839	$0.00	2,518	D
Restricted Share Units	$0.00	02/16/2026		M			853	(5)	(5)	Common Shares	853	$0.00	1,704	D
Restricted Share Units	$0.00	02/17/2026		M			1,013	(6)	(6)	Common Shares	1,013	$0.00	1,012	D
Restricted Share Units	$0.00	02/17/2026		M			5,650	(7)	(7)	Common Shares	5,650	$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 10,170 (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:

	Patrick James Shea	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).
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FAQ

What did Waste Connections (WCN) executive Patrick James Shea report in this Form 4?

Patrick James Shea reported new restricted share unit awards and several vesting events that converted units into common shares. The filing also shows shares withheld to cover taxes and updated direct and indirect common share holdings after these equity compensation transactions.

How many common shares does Patrick James Shea hold after these WCN transactions?

After the reported transactions, Patrick James Shea directly holds 26,476 common shares of Waste Connections. The filing also shows 110 common shares held indirectly for his son and 110 common shares held indirectly for his daughter, reflecting family-related ownership.

What new restricted share unit awards did WCN grant to Patrick James Shea?

On February 13, 2026, Patrick James Shea received two awards of 4,068 restricted share units each. One is a time-based award vesting 25% per year over four years, and the other is a performance-based award with payout tied to specified performance goals.

How were performance-based RSUs for Patrick James Shea determined at Waste Connections?

Performance-based restricted share units granted on February 17, 2023 vested based on results over a three-year performance period from January 1, 2023 to December 31, 2025. The Compensation Committee determined the award vested at 139.5% of the target number of shares.

Were any of Patrick James Shea’s WCN shares sold in the open market?

The filing shows dispositions coded as F, which represent shares withheld by Waste Connections to pay exercise-price or tax liabilities. Footnotes explain these shares were withheld for applicable withholding taxes, rather than being sold in open-market transactions.

How do the new RSU awards for Patrick James Shea at WCN vest over time?

One new restricted share unit award to Patrick James Shea vests 25% per year over four years following the grant date. The separate performance-based award can vest between 0% and 250% of target, depending on Waste Connections’ achievement of specified performance goals during the performance period.