MITTELSTAEDT RONALD J 4
4 · Waste Connections, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Waste Connections (WCN) CEO Ronald J. Mittelstaedt Exercises RSUs; Shares Withheld
What Happened
Ronald J. Mittelstaedt, President & CEO of Waste Connections (WCN), converted a large block of restricted share units (RSUs) into common shares between Feb 13–17, 2026 (about 60,163 shares converted). To satisfy withholding tax obligations, the issuer withheld approximately 7,886 shares at prices between $160.26 and $161.28, representing roughly $1,270,152. After withholding, the net number of shares issued to him was about 52,277.
These transactions reflect vesting/conversion of previously granted RSUs and performance‑based RSUs (awards granted in 2023–2025). The filings show conversions/exercises (code M) and tax withholding/payment of tax liability (code F); the withheld shares were used to cover taxes rather than an open‑market sale.
Key Details
- Transaction dates: Feb 13–17, 2026; Form 4 filed Feb 18, 2026.
- Withheld-share transactions (tax withholding): 854 @ $160.26; 815 @ $160.26; 1,008 @ $161.28; 4,264 @ $161.28; 764 @ $161.28; 181 @ $161.28. Total cash value ≈ $1,270,152.
- RSUs/derivatives converted: total reported conversions ≈ 60,163 shares (multiple vesting events).
- Net shares received (after withholding): ≈ 52,277 shares.
- Notable footnotes: F1 = shares withheld to satisfy tax withholding; performance RSUs vested at 139.5% of target (per F7/F9); several awards vest over four years (F2, F4–F6, F8).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Filing timeliness: Form 4 was filed Feb 18 reporting activity Feb 13–17; no late‑filing flag was provided in the excerpt.
Context
- These were not open‑market purchases. The conversions and immediate withholding are a routine cashless method to satisfy tax liabilities on vested RSUs, not necessarily a bullish or bearish signal.
- Transaction codes: M = exercise/conversion of derivative (here, conversion/vesting of RSUs); F = payment of exercise price or tax liability (share withholding).
- Performance RSUs that vested were subject to prior performance goals (the committee determined payout at 139.5% of target).
Insider Transaction Report
Form 4
MITTELSTAEDT RONALD J
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Shares
2026-02-14+3,505→ 239,464 total - Tax Payment
Common Shares
[F1]2026-02-14$160.26/sh−854$136,862→ 238,610 total - Exercise/Conversion
Common Shares
2026-02-16+3,112→ 241,722 total - Tax Payment
Common Shares
[F1]2026-02-16$160.26/sh−815$130,612→ 240,907 total - Exercise/Conversion
Common Shares
2026-02-17+2,561→ 243,468 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−1,008$162,570→ 242,460 total - Exercise/Conversion
Common Shares
2026-02-17+10,834→ 253,294 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−4,264$687,698→ 249,030 total - Exercise/Conversion
Common Shares
2026-02-17+1,941→ 250,971 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−764$123,218→ 250,207 total - Exercise/Conversion
Common Shares
2026-02-17+459→ 250,666 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−181$29,192→ 250,485 total - Award
Restricted Share Units
[F2]2026-02-13+18,876→ 18,876 totalExercise: $0.00→ Common Shares (18,876 underlying) - Award
Restricted Share Units
[F3]2026-02-13+18,875→ 18,875 totalExercise: $0.00→ Common Shares (18,875 underlying) - Exercise/Conversion
Restricted Share Units
[F4]2026-02-14−3,505→ 10,516 totalExercise: $0.00→ Common Shares (3,505 underlying) - Exercise/Conversion
Restricted Share Units
[F5]2026-02-16−3,112→ 6,225 totalExercise: $0.00→ Common Shares (3,112 underlying) - Exercise/Conversion
Restricted Share Units
[F6]2026-02-17−459→ 459 totalExercise: $0.00→ Common Shares (459 underlying) - Exercise/Conversion
Restricted Share Units
[F7]2026-02-17−2,561→ 0 totalExercise: $0.00→ Common Shares (2,561 underlying) - Exercise/Conversion
Restricted Share Units
[F8]2026-02-17−1,941→ 1,941 totalExercise: $0.00→ Common Shares (1,941 underlying) - Exercise/Conversion
Restricted Share Units
[F9]2026-02-17−10,834→ 0 totalExercise: $0.00→ Common Shares (10,834 underlying)
Footnotes (9)
- [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.
- [F2]Represents an award of restricted share units. The award shall vest 25% per year over a four-year period following the date of grant.
- [F3]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 47,187 (250% of the target number).
- [F4]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.
- [F5]Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 1, 2024 and vest in four equal annual installments. The common shares are reported in Table 1.
- [F6]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.
- [F7]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.
- [F8]Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on May 12, 2023 under the Reporting Person's letter agreement with the Issuer dated April 23, 2023. The award will vest four equal annual installments on each of the anniversaries of February 17, 2023. The common shares are reported in Table 1.
- [F9]Represents the conversion upon vesting of a performance-based restricted share unit award into common shares of the Issuer. The performance-based restricted share units were awarded on May 12, 2023 under the Reporting Person's letter agreement with the Issuer dated April 23, 2023. The award contained performance goals that the Issuer achieved over the three-year 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.
Signature
Ronald Mittelstaedt|2026-02-18