Waste Connections (NYSE: WCN) SVP receives RSUs and covers taxes with shares

Rhea-AI Filing Summary

Waste Connections senior vice president Domenic Pio reported multiple equity award activities. Between February 13 and 17, 2026, restricted share units converted into common shares, including performance-based awards that vested after meeting goals. New restricted share unit awards of 3,114 units each were granted and vest in three equal annual installments. Common shares were also withheld at US $160.2683 and US $161.3773 per share to cover tax obligations on vesting, leaving him with 9,093 common shares held directly plus outstanding restricted share units.

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^*

PIO DOMENIC

(Last) (First) (Middle)

6220 HIGHWAY 7

SUITE 600

(Street)

WOODBRIDGE A6 L4H 4G3

(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 Operations

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		835	A	$0.00	7,366	D
Common Shares	02/14/2026		F(1)		447	D	$160.2683(2)	6,919	D
Common Shares	02/16/2026		M		913	A	$0.00	7,832	D
Common Shares	02/16/2026		F(1)		489	D	$160.2683(2)	7,343	D
Common Shares	02/17/2026		M		727	A	$0.00	8,070	D
Common Shares	02/17/2026		F(1)		390	D	$161.3773(3)	7,680	D
Common Shares	02/17/2026		M		3,041	A	$0.00	10,721	D
Common Shares	02/17/2026		F(1)		1,628	D	$161.3773(3)	9,093	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		3,114		(4)	(4)	Common Shares	3,114	$0.00	3,114	D
Restricted Share Units	$0.00	02/13/2026		A		3,114		(5)	(5)	Common Shares	3,114	$0.00	3,114	D
Restricted Share Units	$0.00	02/14/2026		M			835	(6)	(6)	Common Shares	835	$0.00	1,670	D
Restricted Share Units	$0.00	02/16/2026		M			913	(7)	(7)	Common Shares	913	$0.00	914	D
Restricted Share Units	$0.00	02/17/2026		M			727	(8)	(8)	Common Shares	727	$0.00	0.00	D
Restricted Share Units	$0.00	02/17/2026		M			3,041	(9)	(9)	Common Shares	3,041	$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. For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $218.26 = US $160.2683

3. For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $220.07 = US $161.3773

4. Represents an award of restricted share units. The award shall vest 33 1/3% per year over a three-year period following the date of grant.

5. 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 7,785 (250% of the target number).

6. 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 three equal annual installments. The common shares are reported in Table 1.

7. 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 three equal annual installments. The common shares are reported in 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 February 17, 2023 and vest in three equal annual installments. 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 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:

	Domenico (Dan) Pio	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did WCN executive Domenic Pio report on this Form 4?

The filing shows restricted share units converting into common shares, new grants of 3,114 units twice, and common shares withheld to cover taxes. All transactions relate to equity compensation awards rather than open-market stock purchases or sales.

How many Waste Connections (WCN) common shares does Domenic Pio hold after these transactions?

After the reported transactions, Domenic Pio directly holds 9,093 common shares of Waste Connections. This balance reflects share issuances from vested restricted share units and shares withheld by the company to satisfy tax obligations tied to those vesting events.

Were any of the WCN insider transactions open-market sales or purchases?

No open-market sales or purchases are reported. Dispositions marked with code F represent shares withheld by Waste Connections to pay exercise price or tax liabilities on vesting, not discretionary selling into the market by the executive.

What new equity awards did Waste Connections (WCN) grant to Domenic Pio?

The Form 4 shows two awards of 3,114 restricted share units each. One is a time-based award vesting 33 1/3% annually over three years, and another is performance-based, with actual vesting tied to the company’s achievement of defined performance goals.

How were performance-based restricted share units treated in this WCN Form 4?

A performance-based restricted share unit grant vested after Waste Connections achieved performance goals over a three-year period ending December 31, 2025. The number of earned award units was 139.5% of the original target amount, and the resulting common shares are reported.

Why did Waste Connections withhold WCN shares at US $160.2683 and US $161.3773?

Shares at US $160.2683 and US $161.3773 were withheld to satisfy tax liabilities associated with vesting restricted share units. Footnotes explain these prices reflect U.S. dollar conversions from Canadian dollar values when calculating the number of shares withheld.