HARLAN MICHAEL W 4

What Happened

• Michael W. Harlan, a director of Waste Connections (WCN), had restricted share units/derivative awards convert into common shares on Feb 13–14, 2026. A total of 344 shares (2/13) and 279 shares (2/14) were recorded as exercised/converted (acquired at $0). To satisfy withholding tax obligations, 185 shares (2/13) and 150 shares (2/14) were withheld/disposed by the issuer at an equivalent value of US$160.27 per share, totaling $29,650 and $24,040 respectively (aggregate $53,690). The conversions and awards themselves were recorded at $0 per share because they reflect vesting/conversion of RSUs/derivatives rather than open-market purchases.

Key Details

• Transaction dates: Feb 13, 2026 and Feb 14, 2026. Form filed Feb 18, 2026.
• Withheld shares to cover taxes: 185 shares (2/13) and 150 shares (2/14) — 335 shares total.
• Withholding price used (USD): $160.2683 per share (reported as $160.27), total withholding value $53,690.
• Acquisitions recorded as $0 per share reflect conversion/vesting of restricted share units or derivative awards (not a cash purchase).
• Grants/awards reported: additional RSU awards recorded on Feb 13, 2026 (and prior RSU awards from Feb 14, 2025) with standard 50% immediate / 50% one-year vesting schedules per footnotes.
• Footnotes: withholding represents shares retained by the issuer for taxes (F1); Canadian dollar amounts converted to USD (F2); RSU/DSU mechanics and vesting described in F3–F6.
• Shares owned after the transactions are not reported in the provided filing.

Context

• These were not open-market sales — the “disposals” reflect shares withheld by the company to satisfy tax withholding on vested awards (a routine administrative step, often called a cashless exercise or share settlement for taxes).
• The filing shows awards converting and immediate withholding rather than insider selling for cash; such transactions are common when equity awards vest and do not necessarily signal buy/sell intent.