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

Rhea-AI Filing Summary

Waste Connections, Inc. Executive Vice President & CFO Mary Anne Whitney reported routine equity compensation activity. On February 18, she exercised and converted 1,436 restricted share units into 1,436 common shares at a stated price of $0.00 per share. In connection with this vesting, 566 common shares at $162.76 per share were withheld by the company to cover applicable tax obligations, leaving her with 62,435 common shares held directly.

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)
02/18/2026

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		1,436	A	$0.00	63,001	D
Common Shares	02/18/2026		F(1)		566	D	$162.76	62,435	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			1,436	(2)	(2)	Common Shares	1,436	$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:

	Mary Anne Whitney	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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FAQ

What insider transactions did Waste Connections (WCN) report for Mary Anne Whitney?

Mary Anne Whitney reported vesting of 1,436 restricted share units into common shares and related tax share withholding. These transactions reflect equity compensation mechanics rather than open-market buying or selling activity by the Waste Connections Executive Vice President & CFO.

How many Waste Connections (WCN) shares vested for the CFO in this Form 4?

The filing shows 1,436 restricted share units converted into 1,436 Waste Connections common shares. According to the footnotes, these RSUs were originally granted on February 18, 2022 and vest in four equal annual installments, with this transaction reflecting one installment.

Why were some Waste Connections (WCN) shares disposed of in the CFO’s Form 4?

The Form 4 reports 566 common shares disposed of at $162.76 per share. A footnote explains these shares were withheld by Waste Connections to satisfy withholding taxes due upon RSU vesting, rather than representing an open-market sale by the executive.

What is Mary Anne Whitney’s Waste Connections (WCN) share ownership after these transactions?

After the reported RSU conversion and tax withholding, Mary Anne Whitney directly holds 62,435 common shares of Waste Connections. This total reflects her updated direct ownership position as of the February 18, 2026 transactions reported in the Form 4 filing.

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

The transactions were not open-market buys or sells. They consisted of the exercise and conversion of 1,436 restricted share units into common shares, and the withholding of 566 shares by Waste Connections to cover tax obligations associated with that RSU vesting event.

What grant and vesting terms applied to the Waste Connections (WCN) RSUs in this Form 4?

The footnotes state these restricted share units were awarded on February 18, 2022 and vest in four equal annual installments. The February 18, 2026 Form 4 reflects one installment converting into 1,436 common shares, which are reported in the non-derivative securities table.