RSU awards and tax-share withholding at Waste Connections (NYSE: WCN)

Rhea-AI Filing Summary

Waste Connections senior executive Philip Rivard reported a series of stock-based compensation events rather than open-market trades. On February 13, 2026, he received two awards of restricted share units totaling 2,348 and 2,347 units, which vest 25% per year over four years. One award is performance-based, with the ultimate vesting range from 0% to 250% of the target, up to a maximum of 5,867 units depending on multi-year performance goals.

On February 14, 16, and 17, 2026, previously granted restricted share units from 2023–2025 vested and were converted into common shares at no exercise price, increasing his direct common share holdings. On those same dates, the company withheld 148, 139, 562, and 101 common shares at prices around $160–$161 per share to cover tax obligations, which is recorded as a disposal but does not represent an open-market sale.

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)
02/13/2026

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		496	A	$0.00	558	D
Common Shares	02/14/2026		F(1)		148	D	$160.26	410	D
Common Shares	02/16/2026		M		519	A	$0.00	929	D
Common Shares	02/16/2026		F(1)		139	D	$160.26	790	D
Common Shares	02/17/2026		M		2,306	A	$0.00	3,096	D
Common Shares	02/17/2026		F(1)		562	D	$161.28	2,534	D
Common Shares	02/17/2026		M		413	A	$0.00	2,947	D
Common Shares	02/17/2026		F(1)		101	D	$161.28	2,846	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		2,348		(2)	(2)	Common Shares	2,348	$0.00	2,348	D
Restricted Share Units	$0.00	02/13/2026		A		2,347		(3)	(3)	Common Shares	2,347	$0.00	4,695	D
Restricted Share Units	$0.00	02/14/2026		M			496	(4)	(4)	Common Shares	496	$0.00	1,488	D
Restricted Share Units	$0.00	02/16/2026		M			519	(5)	(5)	Common Shares	519	$0.00	1,038	D
Restricted Share Units	$0.00	02/17/2026		M			413	(6)	(6)	Common Shares	413	$0.00	413	D
Restricted Share Units	$0.00	02/17/2026		M			2,306	(7)	(7)	Common Shares	2,306	$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 5,867 (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:

	Philip Rivard	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).
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FAQ

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

Waste Connections reported restricted share unit grants and vesting-related share conversions for Philip Rivard, plus share withholdings for taxes. These events reflect stock-based compensation mechanics, not open-market buying or selling of Waste Connections common shares by the executive.

How many restricted share units were granted to Philip Rivard at Waste Connections (WCN)?

Philip Rivard received two restricted share unit awards of 2,348 and 2,347 units. One vests 25% per year over four years, and a performance-based award can ultimately vest between 0% and 250% of the target amount, subject to Waste Connections’ performance goals.

Were Philip Rivard’s Waste Connections (WCN) transactions open-market stock sales?

The reported transactions were not open-market stock sales. They involved conversions of restricted share units into common shares at no exercise price and shares withheld by Waste Connections to satisfy tax obligations upon vesting, which are recorded as dispositions for tax-withholding purposes.

How does the performance-based RSU award work for Waste Connections (WCN) executive Philip Rivard?

The performance-based restricted share unit award uses a three-year performance period with defined goals. Depending on Waste Connections’ results, 0% to 250% of the target units may vest, with a maximum of 5,867 units, as determined by the company’s Compensation Committee after the performance period.

Why did Waste Connections (WCN) withhold shares from Philip Rivard’s vesting awards?

Waste Connections withheld shares to cover applicable tax liabilities triggered when restricted share units vested and converted into common shares. Instead of paying cash, a portion of the vested shares was retained by the company, which is reported as a tax-withholding disposition in the insider filing.