Waste Connections (WCN) exec reports RSU grants, share conversions and tax dispositions

Rhea-AI Filing Summary

Waste Connections executive James Little reported multiple equity compensation transactions, mainly involving restricted share units (RSUs) converting into common shares and related tax withholding. On February 17, 2026, he received a grant of 3,736 RSUs, and on February 13, 2026, he received a separate grant of 3,737 RSUs, both at no cash cost to him.

Across February 13–17, 2026, several RSU and performance-based RSU awards vested and were converted into common shares through derivative exercises. To satisfy withholding taxes tied to these vestings, a total of 2,087 common shares were disposed of as tax-withholding transactions at prices around $160–$161 per share, with the remaining shares added to his direct ownership.

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^*

LITTLE JAMES

(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 VP Engineering

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		771	A	$0.00	31,536	D
Common Shares	02/14/2026		F(1)		222	D	$160.26	31,314	D
Common Shares	02/16/2026		M		782	A	$0.00	32,096	D
Common Shares	02/16/2026		F(1)		191	D	$160.26	31,905	D
Common Shares	02/17/2026		M		916	A	$0.00	32,821	D
Common Shares	02/17/2026		F(1)		361	D	$161.28	32,460	D
Common Shares	02/17/2026		M		5,111	A	$0.00	37,571	D
Common Shares	02/17/2026		F(1)		1,313	D	$161.28	36,258	D
Common Shares								13,807	I	Spouse

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		3,737		(2)	(2)	Common Shares	3,737	$0.00	3,737	D
Restricted Share Units	$0.00	02/17/2026		A		3,736		(3)	(3)	Common Shares	3,736	$0.00	3,736	D
Restricted Share Units	$0.00	02/14/2026		M			771	(4)	(4)	Common Shares	771	$0.00	2,312	D
Restricted Share Units	$0.00	02/16/2026		M			782	(5)	(5)	Common Shares	782	$0.00	1,564	D
Restricted Share Units	$0.00	02/17/2026		M			916	(6)	(6)	Common Shares	916	$0.00	916	D
Restricted Share Units	$0.00	02/17/2026		M			5,111	(7)	(7)	Common Shares	5,111	$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 9,340 (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:

	James Little	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What did Waste Connections (WCN) executive James Little report in this Form 4?

James Little reported RSU grants, vesting, and related share movements. He received new restricted share unit awards, had multiple RSU and performance-based RSU tranches convert into common shares, and disposed of some shares solely to cover withholding taxes tied to these vesting events.

How many restricted share units were granted to James Little of WCN?

He received two RSU grants: 3,736 units and 3,737 units. Both grants were at no cash cost and are scheduled to vest over time, as described in the footnotes, subject to continued employment and, for some awards, performance-based vesting conditions.

Were any of James Little’s Waste Connections transactions open-market stock sales?

The Form 4 shows dispositions coded “F,” indicating tax-withholding transactions, not open-market sales. Shares were withheld by Waste Connections to satisfy withholding tax obligations triggered by the vesting and conversion of restricted share units into common shares.

What do the performance-based RSUs in WCN’s filing mean for James Little?

Performance-based RSUs vest based on company performance against preset goals. A three-year award granted February 17, 2023 could vest between 0% and 250% of target, with a disclosed maximum of 9,340 units depending on achievement of the specified performance goals over the performance period.

How many Waste Connections common shares were disposed of for tax withholding?

The filing reports 2,087 common shares coded as “F” transactions. These represent shares withheld by Waste Connections to pay applicable withholding taxes related to RSU vesting and conversion, rather than discretionary stock sales by James Little in the open market.

Did James Little’s ownership in Waste Connections common shares increase overall?

Yes, his direct holdings increased as more shares were received from RSU conversions than were disposed of for taxes. Several derivative exercises converted restricted share units into common shares, while only a portion of those shares were withheld to cover tax obligations.