Waste Connections (WCN) CIO reports new RSU grants and tax-share withholdings

Rhea-AI Filing Summary

Waste Connections Senior Vice President and CIO Eric Hansen reported multiple equity compensation transactions. On February 13, 2026, he received two awards of 2,087 restricted share units each, including a performance-based grant with a maximum of 5,217 units eligible to vest depending on three-year performance.

From February 14–17, 2026, previously granted restricted share units vested and converted into a total of 4,582 common shares at no cash cost to him. During the same period, 1,159 common shares were automatically withheld at prices of $160.26 and $161.28 per share to satisfy tax obligations, leaving him with 18,893 common shares held directly.

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^*

HANSEN ERIC

(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)
	Senior Vice President and CIO

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		447	A	$0.00	15,917	D
Common Shares	02/14/2026		F(1)		133	D	$160.26	15,784	D
Common Shares	02/16/2026		M		468	A	$0.00	16,252	D
Common Shares	02/16/2026		F(1)		132	D	$160.26	16,120	D
Common Shares	02/17/2026		M		3,109	A	$0.00	19,229	D
Common Shares	02/17/2026		F(1)		758	D	$161.28	18,471	D
Common Shares	02/17/2026		M		558	A	$0.00	19,029	D
Common Shares	02/17/2026		F(1)		136	D	$161.28	18,893	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		2,087		(2)	(2)	Common Shares	2,087	$0.00	2,087	D
Restricted Share Units	$0.00	02/13/2026		A		2,087		(3)	(3)	Common Shares	2,087	$0.00	2,087	D
Restricted Share Units	$0.00	02/14/2026		M			447	(4)	(4)	Common Shares	447	$0.00	1,339	D
Restricted Share Units	$0.00	02/16/2026		M			468	(5)	(5)	Common Shares	468	$0.00	937	D
Restricted Share Units	$0.00	02/17/2026		M			558	(6)	(6)	Common Shares	558	$0.00	557	D
Restricted Share Units	$0.00	02/17/2026		M			3,109	(7)	(7)	Commons Shares	3,109	$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 5,217 (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:

	Eric Hansen	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 Waste Connections (WCN) report for Eric Hansen?

Eric Hansen reported equity compensation-related transactions. He received two grants of 2,087 restricted share units and had several prior RSU awards vest into common shares, with a portion of those shares withheld to cover tax liabilities.

How many restricted share units did Eric Hansen receive at Waste Connections (WCN)?

Eric Hansen received two RSU awards of 2,087 units each. One is performance-based, with the number of units that ultimately vest tied to Waste Connections’ achievement of specified performance goals over a three-year period ending December 31, 2025.

What is the maximum number of performance-based RSUs that may vest for Eric Hansen at WCN?

The maximum performance-based RSUs that may vest is 5,217 units. This equals 250% of the target award and depends on how well Waste Connections meets or exceeds defined performance goals during the three-year performance period.

How many Waste Connections (WCN) common shares did Eric Hansen acquire through RSU vesting?

Eric Hansen acquired 4,582 common shares through RSU vesting. These shares came from the conversion of multiple previously granted restricted share unit awards into common shares at no cash exercise price.

Why were some of Eric Hansen’s Waste Connections (WCN) shares disposed of in this Form 4?

The share disposals reflect tax withholding, not open-market sales. A total of 1,159 common shares were withheld and delivered back to the issuer at prices of $160.26 and $161.28 per share to satisfy applicable tax liabilities on vesting.

How many Waste Connections (WCN) common shares does Eric Hansen hold after these transactions?

Eric Hansen directly holds 18,893 common shares after the reported activity. This figure reflects the net result of RSU conversions into common stock and the shares withheld by the company to pay related tax obligations.