Waste Connections (WCN) tax officer reports RSU vesting and share withholding

Rhea-AI Filing Summary

Waste Connections, Inc. senior vice president and chief tax officer Matthew Stephen Black reported equity award activity involving restricted share units and common shares. On February 18, 2026, 804 restricted share units were converted into 804 common shares at a stated price of $0.0000 per share, reflecting vesting of previously granted awards.

To cover withholding taxes due on this vesting, 317 common shares were disposed of at $162.7600 per share, reducing his directly held balance to 43,514 common shares. The filing also reports indirect ownership of 121 common shares held for each of his daughter and son.

Insider Trade Summary

804 shares exercised/converted

Mixed 5 txns

Insider Black Matthew Stephen

Role Sr VP Chief Tax Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	804	$0.00	--
Exercise	Common Shares	804	$0.00	--
Tax Withholding	Common Shares	317	$162.76	$52K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Common Shares — 43,831 shares (Direct); Common Shares — 121 shares (Indirect, Daughter)

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 the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 18, 2022 and vest in four equal annual installments. The common shares are reported in Table 1.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

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)
02/18/2026

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	02/18/2026		M		804	A	$0.00	43,831	D
Common Shares	02/18/2026		F(1)		317	D	$162.76	43,514	D
Common Shares								121	I	Daughter
Common Shares								121	I	Son

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	02/18/2026		M			804	(2)	(2)	Common Shares	804	$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 the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 18, 2022 and vest in four equal annual installments. The common shares are reported in Table 1.

Remarks:

	Matthew Black	02/20/2026
	** 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 Matthew Stephen Black?

Matthew Stephen Black reported the vesting and conversion of 804 restricted share units into common shares and a 317-share tax-withholding disposition. These transactions reflect routine equity award settlement rather than an open-market purchase or sale.

How many Waste Connections (WCN) shares does Matthew Stephen Black hold after these transactions?

After these transactions, Matthew Stephen Black directly holds 43,514 common shares. The filing also shows 121 common shares held indirectly for his daughter and 121 common shares held indirectly for his son.

What was the price used for the tax-withholding share disposition at Waste Connections (WCN)?

The tax-withholding disposition used a price of $162.7600 per share for 317 common shares. These shares were withheld to satisfy applicable tax liabilities arising from the vesting of restricted share units.

Were the Waste Connections (WCN) insider transactions open-market buys or sells?

No, the reported transactions were equity award-related, not open-market trades. Units were converted into common shares, and a portion of shares was withheld in a tax-withholding disposition to cover liabilities triggered by the vesting.

What do the footnotes explain in the Waste Connections (WCN) Form 4 for Matthew Stephen Black?

The footnotes explain that common shares came from the conversion of restricted share units granted on February 18, 2022, vesting in four equal annual installments, and that withheld shares satisfied withholding taxes due at vesting.

How were Matthew Stephen Black’s restricted share units at Waste Connections (WCN) structured?

The restricted share units were awarded on February 18, 2022 and vest in four equal annual installments. Upon vesting, they convert into common shares of Waste Connections, which are then reported as non-derivative holdings.