Waste Connections (WCN) CFO logs RSU awards and shares withheld for taxes

Rhea-AI Filing Summary

Waste Connections, Inc. Executive Vice President & CFO Mary Anne Whitney reported multiple equity compensation transactions involving restricted share units (RSUs) and common shares. She received new awards of 4,704 RSUs and 4,703 performance-based RSUs, both at a price of $0.00 per unit.

Several previously granted RSUs vested and were converted into common shares on different dates, with the newly issued common shares reported at no exercise price. In connection with these vestings, the company withheld blocks of common shares, including 2,478 and 444 shares at $161.28 and 373 and 403 shares at $160.26 per share, to satisfy tax liabilities rather than through open-market sales.

After these transactions, Whitney’s directly owned common share balance was reported at 61,565 shares in the most recent line item, reflecting both RSU conversions and tax-withholding dispositions.

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^*

Whitney Mary Anne

(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)
	Executive Vice President & CFO

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		952	A	$0.00	56,893	D
Common Shares	02/14/2026		F(1)		403	D	$160.26	56,490	D
Common Shares	02/16/2026		M		946	A	$0.00	57,436	D
Common Shares	02/16/2026		F(1)		373	D	$160.26	57,063	D
Common Shares	02/17/2026		M		6,296	A	$0.00	63,359	D
Common Shares	02/17/2026		F(1)		2,478	D	$161.28	60,881	D
Common Shares	02/17/2026		M		1,128	A	$0.00	62,009	D
Common Shares	02/17/2026		F(1)		444	D	$161.28	61,565	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		4,704		(2)	(2)	Common Shares	4,704	$0.00	4,704	D
Restricted Share Units	$0.00	02/13/2026		A		4,703		(3)	(3)	Common Shares	4,703	$0.00	4,703	D
Restricted Share Units	$0.00	02/14/2026		M			952	(4)	(4)	Common Shares	952	$0.00	2,857	D
Restricted Share Units	$0.00	02/16/2026		M			946	(5)	(5)	Common Shares	946	$0.00	1,892	D
Restricted Share Units	$0.00	02/17/2026		M			1,128	(6)	(6)	Common Shares	1,128	$0.00	1,128	D
Restricted Share Units	$0.00	02/17/2026		M			6,296	(7)	(7)	Common Shares	6,296	$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 11,757 (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:

	Mary Anne Whitney	02/18/2026
	** Signature of Reporting Person	Date
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