Waste Connections (WCN) SVP reports new RSU awards and vesting

Rhea-AI Filing Summary

Waste Connections, Inc. senior vice president Susan Netherton reported multiple equity compensation events, mainly restricted share unit (RSU) awards vesting into common shares and related tax withholding.

On February 13, 2026, she received two RSU awards of 2,097 units each. One time-based award vests 25% per year over four years, while a performance-based award has a target of 2,097 units and can vest between 0% and 250% of target, with a stated maximum of 5,242 units.

Between February 14 and 17, 2026, several existing RSU grants vested and converted into common shares in four equal annual installments or at the end of a three-year performance period, reflecting earlier grants from 2023–2025. As these RSUs vested, common shares were delivered and a portion of those shares—such as 208 and 1,160 shares at $161.28 per share and 202 and 200 shares at $160.26 per share—were withheld by the company to cover tax obligations, rather than sold in open market transactions.

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^*

Netherton Susan

(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 People, Training & Dev

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	12,173	D
Common Shares	02/14/2026		F(1)		200	D	$160.26	11,973	D
Common Shares	02/16/2026		M		468	A	$0.00	12,441	D
Common Shares	02/16/2026		F(1)		202	D	$160.26	12,239	D
Common Shares	02/17/2026		M		528	A	$0.00	12,767	D
Common Shares	02/17/2026		F(1)		208	D	$161.28	12,559	D
Common Shares	02/17/2026		M		2,946	A	$0.00	15,505	D
Common Shares	02/17/2026		F(1)		1,160	D	$161.28	14,345	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		2,097		(2)	(2)	Common Shares	2,097	$0.00	2,097	D
Restricted Share Units	$0.00	02/13/2026		A		2,097		(3)	(3)	Common Shares	2,097	$0.00	2,097	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			528	(6)	(6)	Common Shares	528	$0.00	528	D
Restricted Share Units	$0.00	02/17/2026		M			2,946	(7)	(7)	Common Shares	2,946	$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 5,242 (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:

	Susan Netherton	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 did Waste Connections (WCN) executive Susan Netherton report in this Form 4 filing?

Susan Netherton reported RSU awards and vesting events that delivered common shares. Several restricted share unit grants vested into common stock, and some of those shares were withheld by Waste Connections to satisfy tax liabilities associated with the equity compensation.

How many new restricted share units did Susan Netherton receive from Waste Connections (WCN)?

She received two RSU awards of 2,097 units each. One is a time-based award vesting 25% annually over four years, and the other is performance-based with a target 2,097 units and a maximum of 5,242 units depending on performance.

Were any of Susan Netherton’s Waste Connections (WCN) shares sold on the open market?

The filing shows share dispositions coded as tax-withholding transactions, not open market sales. Shares such as 208, 1,160, 202, and 200 were withheld by Waste Connections at specified prices to cover tax obligations upon RSU vesting.

What performance conditions apply to Susan Netherton’s performance-based RSUs at Waste Connections (WCN)?

The performance-based RSUs have a three-year performance period, with vesting from 0% to 250% of target. The maximum that may vest is 5,242 units, depending on how Waste Connections meets defined performance goals over that period.

How did prior RSU grants for Susan Netherton at Waste Connections (WCN) vest in this filing?

RSUs granted in 2023, 2024, and 2025 vested in equal annual installments or at the end of a three-year performance period. Upon vesting, the units converted into common shares, which are now reflected in Netherton’s reported direct ownership.

What role does Susan Netherton hold at Waste Connections (WCN) in this Form 4?

Susan Netherton is identified as Senior Vice President, People, Training & Development. The Form 4 reports her equity compensation activity, including RSU grants, vesting into common shares, and shares withheld to satisfy related tax obligations.