Waste Connections exec RSUs vest, tax shares withheld

Waste Connections, Inc. senior vice president of operations Robert Nielsen III reported the vesting of restricted share units and related tax withholding.

Rhea-AI Filing Summary

Waste Connections, Inc. senior vice president of operations Robert Nielsen III reported the vesting of restricted share units and related tax withholding. On February 18, 2026, 801 restricted share units were converted into 801 common shares at no exercise price, reflecting an award granted on February 18, 2022 that vests in four equal annual installments.

To cover withholding taxes due on this vesting and share delivery, 316 common shares were withheld by the company at a price of $162.76 per share. After these transactions, Nielsen directly owned 5,377 common shares of Waste Connections.

Insider Trade Summary

801 shares exercised/converted

Exercise 3 txns

Insider NIELSEN III ROBERT

Role SR VP Operations

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	801	$0.00	$0.00
Exercise	Common Shares	801	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	316	$162.76	$51K

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Common Shares — 5,377 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

FAQ

What insider transaction did Waste Connections (WCN) report for Robert Nielsen III?

Robert Nielsen III reported vesting of 801 restricted share units that converted into common shares of Waste Connections. These units were originally awarded on February 18, 2022 and vest in four equal annual installments, with the resulting common shares reported as directly owned.

How many Waste Connections (WCN) shares were withheld for taxes in this Form 4?

316 common shares of Waste Connections were withheld to satisfy withholding taxes due on the vesting of restricted share units. The withholding was effected at a share price of $162.76, as part of a tax-withholding disposition rather than an open-market sale.

What was the size of the RSU conversion reported by Waste Connections (WCN)?

The filing shows 801 restricted share units converting into 801 common shares of Waste Connections upon vesting. This reflects part of an RSU grant awarded on February 18, 2022, scheduled to vest in four equal annual installments over time.

How many Waste Connections (WCN) shares does Robert Nielsen III own after the Form 4 transactions?

Following the RSU conversion and tax withholding, Robert Nielsen III directly owns 5,377 common shares of Waste Connections. This total reflects the net position after issuing 801 shares from vested RSUs and withholding 316 shares for tax obligations.

Were the Waste Connections (WCN) Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect the exercise and conversion of restricted share units into common shares and a related tax-withholding disposition, where shares are withheld by the company to cover tax liabilities at vesting.

What does the transaction code M mean in the Waste Connections (WCN) Form 4?

Transaction code M indicates the exercise or conversion of a derivative security, here the conversion of restricted share units into common shares. In this case, 801 RSUs converted into 801 common shares at an exercise price of $0.00 per share.

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Accepted by SEC EDGAR 02/20/2026 - 04:10 PM Learn about SEC filing dates

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^*

NIELSEN III ROBERT

(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 Operations

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		801	A	$0.00	5,693	D
Common Shares	02/18/2026		F(1)		316	D	$162.76	5,377	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	02/18/2026		M			801	(2)	(2)	Common Shares	801	$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:

	Robert Nielsen III	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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