Waste Connections director logs RSU grants, vesting

Waste Connections, Inc. director Carl Sparks reported several equity compensation movements.

Rhea-AI Filing Summary

Waste Connections, Inc. director Carl Sparks reported several equity compensation movements. He received new awards of 435 and 687 restricted share units on February 13, 2026, each unit representing a right to one common share that vests 50% immediately and 50% on the first anniversary. On February 13 and 14, 2026, previously granted restricted share units vested and were converted into 344 and 279 common shares, respectively, at no exercise price. To cover withholding taxes on these vestings, 185 and 150 common shares were disposed of at $160.2683 per share through share withholding, leaving Sparks with 728 common shares held directly.

Insider Trade Summary

623 shares exercised/converted

Exercise 8 txns

Insider Sparks Carl

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 — 1,465 contracts (Direct); Common Shares — 728 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 Carl Sparks report?

Carl Sparks reported equity compensation activity, including new restricted share unit grants, vesting of prior grants into common shares, and share dispositions for tax withholding. The transactions reflect routine compensation and tax management rather than open-market buying or selling of Waste Connections common shares.

How many restricted share units did Carl Sparks receive from Waste Connections (WCN)?

On February 13, 2026, Carl Sparks received two new restricted share unit awards totaling 1,122 units (435 and 687). Each unit equals one common share, vesting 50% immediately and 50% on the first anniversary, subject to his continued service with Waste Connections, Inc.

How were Carl Sparks’s restricted share units in Waste Connections (WCN) converted?

Previously granted restricted share units vested and were converted into 344 and 279 Waste Connections common shares on February 13 and 14, 2026. These conversions occurred at a zero exercise price, reflecting standard settlement of equity awards into common shares for the reporting director.

Did Carl Sparks sell Waste Connections (WCN) shares in the open market?

The Form 4 shows dispositions coded “F,” representing shares withheld to pay taxes on vesting, not open-market sales. Specifically, 185 and 150 common shares were withheld at $160.2683 per share to satisfy withholding obligations related to the restricted share unit conversions.

What is the vesting schedule for Carl Sparks’s Waste Connections (WCN) restricted share units?

Each restricted share unit award vests 50% on the grant date and 50% on the first anniversary, contingent on continued service. Awards referenced were granted February 13, 2026 and February 14, 2025, with vesting driving later conversions into Waste Connections common shares.

How is the $160.2683 price in Carl Sparks’s Waste Connections (WCN) filing determined?

The $160.2683 per-share value reflects U.S. dollar conversion of Canadian amounts for tax withholding. A footnote states CAN $218.26 equals US $160.2683, and this converted price is used to value common shares withheld to cover applicable withholding taxes on award vesting.

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Accepted by SEC EDGAR 02/18/2026 - 04:45 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^*

Sparks Carl

(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)

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	784	D
Common Shares	02/13/2026		F(1)		185	D	$160.2683(2)	599	D
Common Shares	02/14/2026		M		279	A	$0.00	878	D
Common Shares	02/14/2026		F(1)		150	D	$160.2683(2)	728	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 Stock	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:

	CARL SPARKS	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).
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