Waste Connections director reports RSU awards

Waste Connections director Michael W. Harlan reported multiple equity compensation transactions.

Rhea-AI Filing Summary

Waste Connections director Michael W. Harlan reported multiple equity compensation transactions. On February 13, 2026, he received 435 and 687 restricted share units (RSUs), each unit representing a contingent right to one common share, with 50% vesting immediately and 50% on the first anniversary.

On February 13 and 14, 2026, RSUs totaling 623 units were converted into an equal number of common shares at no cash exercise price. To cover withholding taxes tied to these vestings and share deliveries, 335 common shares were withheld by the company at $160.2683 per share. After these transactions, Harlan directly held 8,445.936 common shares.

Insider Trade Summary

623 shares exercised/converted

Exercise 8 txns

Insider HARLAN MICHAEL W

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	279	$0.00	$0.00
Exercise	Common Shares	279	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	150	$160.2683	$24K
Grant/Award	Restricted Share Units	435	$0.00	$0.00
Grant/Award	Restricted Share Units	687	$0.00	$0.00
Exercise	Restricted Share Units	344	$0.00	$0.00
Exercise	Common Shares	344	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	185	$160.2683	$30K

Holdings After Transaction: Restricted Share Units — 778 contracts (Direct); Common Shares — 8,574.936 shares (Direct)

Footnotes (6)

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. For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $218.26 = US $160.2683
3. F3. One Deferred Share Unit is the economic equivalent of one common share of the Issuer. Deferred Share Units will be settled in cash, common shares, or a combination thereof, at the sole discretion of the Issuer, and distributed to the reporting person upon such person's retirement and generally do not expire.
4. F4. Each restricted share unit represents a contingent right to receive one share of the Issuer's common shares. Subject to the reporting person's continued service with the Issuer, the award shall vest 50% immediately on the award date and 50% on the first anniversary of the award date.
5. F5. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 13, 2026 and have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date.
6. F6. 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 have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date.

FAQ

What insider transactions did Waste Connections (WCN) director Michael W. Harlan report?

Michael W. Harlan reported RSU grants, RSU vesting, and related tax withholdings. RSUs were converted into common shares at no cash cost, and some shares were withheld by Waste Connections to satisfy tax obligations arising from the vesting events.

How many restricted share units did WCN grant to director Michael W. Harlan?

Waste Connections granted Harlan 435 and 687 restricted share units on February 13, 2026. Each RSU equals one common share, with 50% of each award vesting immediately and the remaining 50% scheduled to vest on the first anniversary of the award date.

How many Waste Connections shares were issued and withheld in these Form 4 transactions?

A total of 623 restricted share units converted into 623 common shares. To cover withholding taxes linked to these vestings, 335 common shares were withheld by Waste Connections, leaving Harlan with 8,445.936 common shares held directly after the reported transactions.

What was the tax withholding share price in Michael W. Harlan’s WCN Form 4?

Tax withholding on Harlan’s common shares used a price of $160.2683 per share. This reflects a conversion from CAN $218.26 to US $160.2683, as disclosed, and was applied to calculate the number of shares withheld for tax obligations.

How do the restricted share units for WCN’s director vest over time?

Each restricted share unit award vests 50% immediately on the award date and 50% on the first anniversary, subject to continued service. Upon vesting, each RSU converts into one Waste Connections common share, which can trigger tax withholding transactions in shares.

What is Michael W. Harlan’s direct ownership in Waste Connections after these transactions?

After the reported RSU conversions and tax withholding, Harlan directly owned 8,445.936 Waste Connections common shares. This figure reflects the newly issued shares from vesting, net of the common shares withheld to satisfy his associated tax liabilities.

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Accepted by SEC EDGAR 02/18/2026 - 04:43 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^*

HARLAN MICHAEL W

(Last) (First) (Middle)

3 WATERWAY SQUARE DRIVE

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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	02/13/2026		M		344	A	$0.00	8,630.936	D
Common Shares	02/13/2026		F(1)		185	D	$160.2683(2)	8,445.936	D
Common Shares	02/14/2026		M		279	A	$0.00	8,724.936	D
Common Shares	02/14/2026		F(1)		150	D	$160.2683(2)	8,574.936	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		435		(3)	(3)	Common Shares	435	$0.00	435	D
Restricted Share Units	$0.00	02/13/2026		A		687		(4)	(4)	Common Shares	687	$0.00	687	D
Restricted Share Units	$0.00	02/13/2026		M			344	(5)	(5)	Common Shares	344	$0.00	343	D
Restricted Share Units	$0.00	02/14/2026		M			279	(6)	(6)	Common Shares	279	$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. One Deferred Share Unit is the economic equivalent of one common share of the Issuer. Deferred Share Units will be settled in cash, common shares, or a combination thereof, at the sole discretion of the Issuer, and distributed to the reporting person upon such person's retirement and generally do not expire.

4. Each restricted share unit represents a contingent right to receive one share of the Issuer's common shares. Subject to the reporting person's continued service with the Issuer, the award shall vest 50% immediately on the award date and 50% on the first anniversary of the award date.

5. Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 13, 2026 and have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date.

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 have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date.

Remarks:

	Michael Harlan	02/18/2026
	** 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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